Bishops Wholesale Newsagency Ltd & Ors v Surridge Dawson Ltd [2009] EWHC 2578 (Ch) (28 October 2009)

Bishops Wholesale Newsagency Ltd & Ors v Surridge Dawson Ltd [2009] EWHC 2578 (Ch) (28 October 2009)

The reduction mechanism in clause 9.3.3(ii) of the Shareholders Agreement applies only to the profits formula in clause 9.3.2(ii) and not to the RPI formula in clause 9.3.2(i). The explicit language of the contract is clear, and there is no obvious mistake or absurdity justifying a departure from the natural meaning. The anomalies identified are minor and do not warrant judicial correction of the contract's language.

Citation
[2009] EWHC 2578 (Ch)
Parties
Claimant/applicant: Bishops Wholesale Newsagency Limited; Claimant/applicant: Richard Charles Bryan Long; Claimant/applicant: Stephen Frank Roberts; Claimant/applicant: Graham Paul Roberts; Defendant/respondent: Surridge Dawson Limited
Jurisdiction
England and Wales
Judgment Date
28 October 2009
Procedural Posture
Commercial Contract Dispute (summary Judgment Application) / High Court, Chancery Division, Summary Judgment
Outcome
Claim for declaration succeeds; summary judgment granted for the Claimants.
Legal Topics
Interpretation of Contracts, Shareholders Agreements, Option Clauses, Rectification, Summary Judgment
Contract Law Commercial Law Interpretation of Contracts Shareholders Agreements Option Clauses Rectification Summary Judgment

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Parties

Bishops Wholesale Newsagency Limited

Claimant/applicant

Richard Charles Bryan Long

Claimant/applicant

Stephen Frank Roberts

Claimant/applicant

Graham Paul Roberts

Claimant/applicant

Surridge Dawson Limited

Defendant/respondent

Procedural Posture

Commercial Contract Dispute (summary Judgment Application) / High Court, Chancery Division, Summary Judgment

Legal Issues

  1. 1 Whether the reduction mechanism in clause 9.3.3 of the Shareholders Agreement applies to both the RPI formula and the profits formula for share price calculation or only to the profits formula
  2. 2 Proper construction of the relevant contractual clauses in light of Chartbrook v Persimmon Homes

Ratio Decidendi

The reduction mechanism in clause 9.3.3(ii) of the Shareholders Agreement applies only to the profits formula in clause 9.3.2(ii) and not to the RPI formula in clause 9.3.2(i). The explicit language of the contract is clear, and there is no obvious mistake or absurdity justifying a departure from the natural meaning. The anomalies identified are minor and do not warrant judicial correction of the contract's language.

Court Disposition

Claim for declaration succeeds; summary judgment granted for the Claimants.

Orders

  • Declaration to be agreed or determined by the Court as to the proper construction of clause 9.3.3; further orders to be submitted by Counsel.