Hawksford Trustees Jersey Ltd v Stella Global UK Ltd & Anor

Hawksford Trustees Jersey Ltd v Stella Global UK Ltd & Anor

The Court held that, although Mr Begg was not a director or formal agent of Hawksford, the trustee entered into the Amended SPA with the positive intention that it should give effect to the terms negotiated and agreed by Mr Begg. The trustee's officers executed the agreement on the basis of his recommendations, and the common intention regarding the exclusion of 2007 consultancy payments was shared by both parties. Rectification was therefore appropriate.

Parties
Claimant/respondent: Hawksford Trustees Jersey Limited as Trustee of the Bald Eagle Trust; Defendants/appellants: Stella Global UK Limited & Anor
Jurisdiction
England and Wales
Judgment Date
01 February 2012
Procedural Posture
Civil Appeal / Appeal From High Court (chancery Division) to Court of Appeal
Outcome
Appeal dismissed
Legal Topics
Rectification of Contract, Attribution of Intention in Companies, Trustee Powers, Mistake in Contract
Equity Contract Law Trusts Rectification of Contract Attribution of Intention in Companies Trustee Powers Mistake in Contract

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Parties

Hawksford Trustees Jersey Limited as Trustee of the Bald Eagle Trust

Claimant/respondent

Stella Global UK Limited & Anor

Defendants/appellants

Procedural Posture

Civil Appeal / Appeal From High Court (chancery Division) to Court of Appeal

Legal Issues

  1. 1 Whether the Amended SPA should be rectified to exclude 2007 consultancy payments from the calculation of 2007 EBITDA for the purpose of the Minimum Earn Out
  2. 2 Whether the intention of Mr Begg could be attributed to Hawksford Trustees Jersey Limited for the purposes of rectification

Ratio Decidendi

The Court held that, although Mr Begg was not a director or formal agent of Hawksford, the trustee entered into the Amended SPA with the positive intention that it should give effect to the terms negotiated and agreed by Mr Begg. The trustee's officers executed the agreement on the basis of his recommendations, and the common intention regarding the exclusion of 2007 consultancy payments was shared by both parties. Rectification was therefore appropriate.

Court Disposition

Appeal dismissed

Orders

  • Rectification of the Amended SPA to exclude 2007 consultancy payments from the calculation of 2007 EBITDA for the purpose of the Minimum Earn Out