Aymes International Limited v Nutrition4U BV & Ors

Aymes International Limited v Nutrition4U BV & Ors

The Option Consideration is not to be included in Turnover for the purposes of calculating the purchase price under the agreement, as the contract does not provide for its inclusion and its ordinary meaning does not encompass such consideration.

Parties
Claimant/appellant: AYMES INTERNATIONAL LIMITED; Defendant/respondent: NUTRITION4U BV; Defendant/respondent: NUTRIMEDICAL BV; Defendant/respondent: SANDER KETELAAR
Jurisdiction
England and Wales
Judgment Date
24 October 2024
Procedural Posture
Civil Appeal / Appeal From High Court Judgment
Outcome
Appeal allowed on ground 1; grounds 2 and 3 not entertained.
Legal Topics
Interpretation of Contracts, Share Purchase Agreements, Option Agreements, Specific Performance, Declaratory Relief
Contract Law Commercial Law Interpretation of Contracts Share Purchase Agreements Option Agreements Specific Performance Declaratory Relief

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Parties

AYMES INTERNATIONAL LIMITED

Claimant/appellant

NUTRITION4U BV

Defendant/respondent

NUTRIMEDICAL BV

Defendant/respondent

SANDER KETELAAR

Defendant/respondent

Procedural Posture

Civil Appeal / Appeal From High Court Judgment

Legal Issues

  1. 1 Whether the Option Consideration should be included in the calculation of Turnover for determining the purchase price under the call option agreement
  2. 2 Whether the High Court judge erred in findings regarding the credibility of Mr Aymes

Ratio Decidendi

The Option Consideration is not to be included in Turnover for the purposes of calculating the purchase price under the agreement, as the contract does not provide for its inclusion and its ordinary meaning does not encompass such consideration.

Court Disposition

Appeal allowed on ground 1; grounds 2 and 3 not entertained.

Orders

  • Declaration that the Option Consideration is not included in Turnover for the purposes of the agreement
  • Specific performance of the share purchase agreement to proceed on that basis