Westcoast (Holdings) Ltd v Wharf Land Subsidiary (No 1) Ltd & Anor [2012] EWCA Civ 1003 (26 July 2012)
The proviso to clause 19 does not extend the bar in clause 5.3 beyond the five-year term; after termination, Westcoast is entitled to present a winding up petition based on its unsatisfied loan debt.
- Citation
- [2012] EWCA Civ 1003
- Parties
- Claimant/respondent: Westcoast (Holdings) Limited; Defendant/appellant: Wharf Land Subsidiary (No 1) Limited; Third Party/appellant: Wharf Land Investments Limited
- Jurisdiction
- England and Wales
- Judgment Date
- 26 July 2012
- Procedural Posture
- Appeal / Court of Appeal Judgment Following Permission Application
- Outcome
- Appeal dismissed after permission granted
- Legal Topics
- Shareholder Agreements, Loan Repayment, Winding Up Petitions, Interpretation of Contractual Clauses
Case Brief
Summary, issues, holding and outcome
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Parties
Westcoast (Holdings) Limited
Claimant/respondent
Wharf Land Subsidiary (No 1) Limited
Defendant/appellant
Wharf Land Investments Limited
Third Party/appellant
Procedural Posture
Appeal / Court of Appeal Judgment Following Permission Application
Legal Issues
- 1 Whether clause 5.3 of the shareholders agreement bars the presentation of a winding up petition after termination of the agreement
- 2 Interpretation of the proviso to clause 19 of the shareholders agreement
Ratio Decidendi
The proviso to clause 19 does not extend the bar in clause 5.3 beyond the five-year term; after termination, Westcoast is entitled to present a winding up petition based on its unsatisfied loan debt.
Court Disposition
Appeal dismissed after permission granted
Orders
- Permission to appeal granted to WL
- Appeal dismissed
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