United Company Rusal Plc v Crispian Investments Ltd & Anor

United Company Rusal Plc v Crispian Investments Ltd & Anor

The Contested Notice was invalid and ineffective because the right of first refusal under clause 2.5(5) of the Framework Agreement could only be triggered by an offer from a bona fide third party purchaser, which excludes Whiteleave, Rusal, their affiliates, and entities acting in concert with them. Bonico's offer was not at arm's length and was related to other transactions, failing the bona fide requirement. The notice also failed to grant a pro rata right as required by the Agreement.

Parties
Claimant: United Company Rusal PLC; First Defendant: Crispian Investments Limited; Second Defendant: Whiteleave Holdings Limited
Jurisdiction
England and Wales
Judgment Date
14 September 2018
Procedural Posture
Commercial Court Claim / Judgment After Expedited Trial of Preliminary Issues
Outcome
Contested Notice declared invalid and ineffective; Rusal entitled to declarations.
Legal Topics
Shareholders' Agreements, Right of First Refusal, Interpretation of Contracts, Transfer of Shares
Contract Law Company Law Shareholders' Agreements Right of First Refusal Interpretation of Contracts Transfer of Shares

Case Brief

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Parties

United Company Rusal PLC

Claimant

Crispian Investments Limited

First Defendant

Whiteleave Holdings Limited

Second Defendant

Procedural Posture

Commercial Court Claim / Judgment After Expedited Trial of Preliminary Issues

Legal Issues

  1. 1 Whether the Contested Notice validly commenced the right of first refusal procedure under the Framework Agreement
  2. 2 Proper interpretation of 'bona fide third party purchaser' in clause 2.5(5)
  3. 3 Whether Bonico's offer constituted a bona fide third party offer

Ratio Decidendi

The Contested Notice was invalid and ineffective because the right of first refusal under clause 2.5(5) of the Framework Agreement could only be triggered by an offer from a bona fide third party purchaser, which excludes Whiteleave, Rusal, their affiliates, and entities acting in concert with them. Bonico's offer was not at arm's length and was related to other transactions, failing the bona fide requirement. The notice also failed to grant a pro rata right as required by the Agreement.

Court Disposition

Contested Notice declared invalid and ineffective; Rusal entitled to declarations.

Orders

  • Crispian precluded from disposing of shares pursuant to the Contested Notice
  • Any completed sale of Crispian’s shares to be unwound and parties restored to prior positions if required