Takeda Pharmaceutical Company Ltd v Fougera Sweden Holding 2 AB

A trial of the preliminary issue regarding the existence of the Defendant's duty is the most practical and least disruptive approach, given the urgency and separability of the issue, with escrow funds to remain in place if the duty is found to exist.

Parties: Claimant/appellant: Takeda Pharmaceutical Company Ltd; Defendant/respondent: Fougera Sweden Holding 2 AB
Jurisdiction: England and Wales
Judgment Date: 21 June 2017
Procedural Posture: Commercial Dispute / Case Management Direction on Trial Format and Expedition
Outcome: Direction for trial of preliminary issue in July 2017 with escrow funds to remain if duty found.
Legal Topics: Share Purchase Agreement, Escrow, Withholding Tax, Expedited Trial, Preliminary Issue

Contract Law Commercial Law Share Purchase Agreement Escrow Withholding Tax Expedited Trial Preliminary Issue

Case Brief

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Parties

Takeda Pharmaceutical Company Ltd

Claimant/appellant

Fougera Sweden Holding 2 AB

Defendant/respondent

Procedural Posture

Commercial Dispute / Case Management Direction on Trial Format and Expedition

Legal Issues

1 Whether the Defendant owes a duty to provide information to the Claimant under the Share Purchase Agreement or Letter Agreement
2 Whether a full trial or preliminary issue trial should be ordered
3 Management of escrow funds pending resolution

Ratio Decidendi

Court Disposition

Direction for trial of preliminary issue in July 2017 with escrow funds to remain if duty found.

Orders

Trial of preliminary issue in July 2017
Escrow funds to remain in place if Defendant found to owe duty to Claimant