Coral Group Trading Plc v Hilton Group Plc [2002] EWCA Civ 176 (21st February, 2002)

Coral Group Trading Plc v Hilton Group Plc [2002] EWCA Civ 176 (21st February, 2002)

The 'interest' held by Bass immediately prior to 31 December 1997 included both its shareholding (125,000 shares) and its £1 million holding of promissory notes. The equivalent interest the defendant was obliged to use reasonable endeavours to procure for the claimant was 125,000 shares and £666,666.66 of the new promissory notes. Sub-clause (b) did not justify narrowing the meaning of 'interest' in sub-clause (a).

Citation
[2002] EWCA Civ 176
Parties
Claimant/appellant: Coral Group Trading PLC; Defendant/respondent: Hilton Group PLC (formerly Ladbroke Group PLC)
Jurisdiction
England and Wales
Procedural Posture
Civil Appeal / Appeal From Queen’s Bench Division, Commercial Court, on Preliminary Issues of Contract Construction
Outcome
Appeal allowed
Legal Topics
Interpretation of Contractual Terms, Joint Venture Agreements, Obligations to Use Reasonable Endeavours, Shareholding and Loan Capital Rights
Contract Law Commercial Law Interpretation of Contractual Terms Joint Venture Agreements Obligations to Use Reasonable Endeavours Shareholding and Loan Capital Rights

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Parties

Coral Group Trading PLC

Claimant/appellant

Hilton Group PLC (formerly Ladbroke Group PLC)

Defendant/respondent

Procedural Posture

Civil Appeal / Appeal From Queen’s Bench Division, Commercial Court, on Preliminary Issues of Contract Construction

Legal Issues

  1. 1 What was the interest in Tote Direct held by Bass immediately prior to 31 December 1997 within the meaning of clause 4.14.2 of the agreement dated 22 December 1998?
  2. 2 What equivalent interest in Tote Direct, as at 22 December 1998, did the defendant agree to use reasonable endeavours to procure for the claimant?

Ratio Decidendi

The 'interest' held by Bass immediately prior to 31 December 1997 included both its shareholding (125,000 shares) and its £1 million holding of promissory notes. The equivalent interest the defendant was obliged to use reasonable endeavours to procure for the claimant was 125,000 shares and £666,666.66 of the new promissory notes. Sub-clause (b) did not justify narrowing the meaning of 'interest' in sub-clause (a).

Court Disposition

Appeal allowed

Orders

  • Preliminary issues answered: (a) Bass’s interest included both shares and promissory notes; (b) equivalent interest to be procured is 125,000 shares and £666,666.66 of promissory notes.