Agbaje v Robert Frew Medical Company Ltd [2023] EWCA Civ 702 (23 June 2023)

Agbaje v Robert Frew Medical Company Ltd [2023] EWCA Civ 702 (23 June 2023)

The claim was not for the recovery of a debt within the meaning of section 35A(1) of the Senior Courts Act 1981, as no debt was owed to Dr Agbaje until he delivered up his share certificate, which he never did; thus, the court had no jurisdiction to award interest. The correct order for costs was that Dr Agbaje should pay RFMCL's costs, as RFMCL succeeded on the main issue of share valuation and had offered more than the sum ultimately awarded.

Citation
[2023] EWCA Civ 702
Parties
Claimant/respondent: Oluremi Akim Agbaje; Defendant/appellant: The Robert Frew Medical Company Limited
Jurisdiction
England and Wales
Judgment Date
23 June 2023
Procedural Posture
Appeal (civil) / Court of Appeal Judgment on Appeal From High Court
Outcome
Appeal allowed
Legal Topics
Shareholder Agreements, Valuation of Shares, Pre Emption Rights, Interest on Judgment Debts, Costs Orders
Company Law Contract Law Civil Procedure Shareholder Agreements Valuation of Shares Pre Emption Rights Interest on Judgment Debts Costs Orders

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Parties

Oluremi Akim Agbaje

Claimant/respondent

The Robert Frew Medical Company Limited

Defendant/appellant

Procedural Posture

Appeal (civil) / Court of Appeal Judgment on Appeal From High Court

Legal Issues

  1. 1 Whether the claimant was entitled to interest under section 35A(1) of the Senior Courts Act 1981 on the sum awarded for his shares
  2. 2 Whether the claimant was entitled to costs, and if so, to what extent
  3. 3 Whether the transfer and valuation of shares complied with the shareholders' agreement

Ratio Decidendi

The claim was not for the recovery of a debt within the meaning of section 35A(1) of the Senior Courts Act 1981, as no debt was owed to Dr Agbaje until he delivered up his share certificate, which he never did; thus, the court had no jurisdiction to award interest. The correct order for costs was that Dr Agbaje should pay RFMCL's costs, as RFMCL succeeded on the main issue of share valuation and had offered more than the sum ultimately awarded.

Court Disposition

Appeal allowed

Orders

  • Order awarding interest to Dr Agbaje set aside; no interest payable under section 35A(1)
  • Order for costs in favour of Dr Agbaje set aside; Dr Agbaje to pay RFMCL's costs, except where already dealt with by prior orders