Langmead v Andrew & Anor [2026] EWHC 72 (Ch) (16 January 2026)

Langmead v Andrew & Anor [2026] EWHC 72 (Ch) (16 January 2026)

The auditors' determination of share price under the agreement is not binding because they were not properly instructed as to the parties' disagreements; both parties must now set out their disagreements to the auditors, who must then resolve them in accordance with the agreement. The production of interim accounts after the Disposal Date does not invalidate the process, and the agreement does not require the use of historic accounting standards or the provision of detailed valuation evidence to the seller.

Citation
[2026] EWHC 72 (Ch)
Parties
Claimant: Charlotte Langmead; First Defendant: Richard Andrew; Second Defendant: Kentcoast Limited
Jurisdiction
England and Wales
Judgment Date
16 January 2026
Procedural Posture
Part 8 Claim (shareholder Dispute) / Judgment After Substantive Hearing
Outcome
Partial declaration in favour of Claimant; process under agreement not fully complied with; further directions to be determined.
Legal Topics
Shareholders' Agreements, Option to Purchase Shares, Valuation of Shares, Interpretation of Contracts, Expert Determination Clauses
Company Law Contract Law Shareholders' Agreements Option to Purchase Shares Valuation of Shares Interpretation of Contracts Expert Determination Clauses

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Parties

Charlotte Langmead

Claimant

Richard Andrew

First Defendant

Kentcoast Limited

Second Defendant

Procedural Posture

Part 8 Claim (shareholder Dispute) / Judgment After Substantive Hearing

Legal Issues

  1. 1 Whether the procedure for share valuation and transfer under the shareholders' agreement was properly followed
  2. 2 Whether the production of interim accounts after the Disposal Date invalidates the option process
  3. 3 Whether the calculation of share price must follow historic or current accounting standards

Ratio Decidendi

The auditors' determination of share price under the agreement is not binding because they were not properly instructed as to the parties' disagreements; both parties must now set out their disagreements to the auditors, who must then resolve them in accordance with the agreement. The production of interim accounts after the Disposal Date does not invalidate the process, and the agreement does not require the use of historic accounting standards or the provision of detailed valuation evidence to the seller.

Court Disposition

Partial declaration in favour of Claimant; process under agreement not fully complied with; further directions to be determined.

Orders

  • Parties to set out disagreements in writing to auditors within a set timeframe
  • Auditors to determine the calculations to be used to establish share price in accordance with the agreement