GDS Gardner Design Services Ltd v Basic Partition Systems Ltd [2002] EWCA Civ 1337 (30 May 2002)

GDS Gardner Design Services Ltd v Basic Partition Systems Ltd [2002] EWCA Civ 1337 (30 May 2002)

The reappointment of Mr and Mrs Jones to the board and Mr Jones's assumption of executive control constituted a repudiatory breach of the heads of agreement and service agreement, entitling GDS to terminate the agreements and claim damages, including the £300,000 bonus under clause 16.

Citation
[2002] EWCA Civ 1337
Parties
Claimant/respondent: GDS Gardner Design Services Limited; Defendant/appellant: Basic Partition Systems Limited
Jurisdiction
England and Wales
Judgment Date
30 May 2002
Procedural Posture
Civil Appeal / Appeal From High Court (queen's Bench Division) to Court of Appeal
Outcome
Appeal dismissed
Legal Topics
Repudiatory Breach of Contract, Service Agreements, Heads of Agreement, Executive Management Rights, Damages for Breach, Bonus Entitlement on Termination
Contract Law Company Law Repudiatory Breach of Contract Service Agreements Heads of Agreement Executive Management Rights Damages for Breach Bonus Entitlement on Termination

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Parties

GDS Gardner Design Services Limited

Claimant/respondent

Basic Partition Systems Limited

Defendant/appellant

Procedural Posture

Civil Appeal / Appeal From High Court (queen's Bench Division) to Court of Appeal

Legal Issues

  1. 1 Whether the reappointment and assumption of executive control by Mr Jones constituted a repudiatory breach of the heads of agreement and/or service agreement
  2. 2 Whether such breach entitled GDS to damages and a contractual bonus under clause 16

Ratio Decidendi

The reappointment of Mr and Mrs Jones to the board and Mr Jones's assumption of executive control constituted a repudiatory breach of the heads of agreement and service agreement, entitling GDS to terminate the agreements and claim damages, including the £300,000 bonus under clause 16.

Court Disposition

Appeal dismissed

Orders

  • Appellant to pay damages of £27,494.76 to respondent for breach of service agreement
  • Appellant to pay £300,000 bonus to respondent under clause 16 of heads of agreement