Charlotte Langmead v Richard Andrew & Anor

Charlotte Langmead v Richard Andrew & Anor

The auditors' determination of share price under the shareholders' agreement was not properly triggered because the parties did not clearly set out their disagreements for the auditors to resolve; the agreement does not require provision of detailed valuation evidence to the seller, and the use of current accounting standards for preparing accounts is consistent with the agreement's terms.

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 on Substantive Claim
Outcome
Partial success for claimant; process under agreement not yet properly completed.
Legal Topics
Shareholders' Agreements, Option to Purchase Shares, Contract Interpretation, Expert Determination Clauses, Valuation of Company Assets
Company Law Contract Law Shareholders' Agreements Option to Purchase Shares Contract Interpretation Expert Determination Clauses Valuation of Company Assets

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Parties

Charlotte Langmead

Claimant

Richard Andrew

First Defendant

Kentcoast Limited

Second Defendant

Procedural Posture

Part 8 Claim (shareholder Dispute) / Judgment on Substantive Claim

Legal Issues

  1. 1 Whether the procedure in the shareholders' agreement for the purchase of shares was properly followed
  2. 2 Whether the calculation of share price complied with the agreement
  3. 3 Whether the seller is entitled to detailed valuation information

Ratio Decidendi

The auditors' determination of share price under the shareholders' agreement was not properly triggered because the parties did not clearly set out their disagreements for the auditors to resolve; the agreement does not require provision of detailed valuation evidence to the seller, and the use of current accounting standards for preparing accounts is consistent with the agreement's terms.

Court Disposition

Partial success for claimant; process under agreement not yet properly completed.

Orders

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