Aymes International Ltd v Nutrition4u BV & Ors [2023] EWHC 2672 (Ch) (16 October 2023)

Aymes International Ltd v Nutrition4u BV & Ors [2023] EWHC 2672 (Ch) (16 October 2023)

The court refused permission to appeal because none of the claimant's proposed grounds had a real prospect of success; the construction of the option agreement was a matter of law, and the court preferred the defendants' interpretation. On costs, neither party was wholly successful; the claimant succeeded on specific performance but failed on the price, so each of the claimant and first defendant must pay half of the other's costs, subject to detailed assessment.

Citation
[2023] EWHC 2672 (Ch)
Parties
Claimant: Aymes International Limited; First Defendant: Nutrition4U B.V.; Second Defendant: Nutrimesical B.V.; Third Defendant: Sander Ketelaar
Jurisdiction
England and Wales
Judgment Date
16 October 2023
Procedural Posture
Commercial Contract Dispute (chancery Division) / Post Trial Consequential Hearing (permission to Appeal and Costs)
Outcome
Permission to appeal refused; costs order made as detailed.
Legal Topics
Specific Performance, Share Purchase Option, Costs, Contract Construction, Expert Determination Clauses
Contract Law Commercial Law Specific Performance Share Purchase Option Costs Contract Construction Expert Determination Clauses

Case Brief

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Parties

Aymes International Limited

Claimant

Nutrition4U B.V.

First Defendant

Nutrimesical B.V.

Second Defendant

Sander Ketelaar

Third Defendant

Procedural Posture

Commercial Contract Dispute (chancery Division) / Post Trial Consequential Hearing (permission to Appeal and Costs)

Legal Issues

  1. 1 Whether €150,000 per annum should be included in Relevant Margin for Company Value calculation under the option agreement
  2. 2 Whether the claimant was entitled to specific performance of the share purchase contract
  3. 3 Whether cross-examination on collateral matters was permissible and affected witness credibility

Ratio Decidendi

The court refused permission to appeal because none of the claimant's proposed grounds had a real prospect of success; the construction of the option agreement was a matter of law, and the court preferred the defendants' interpretation. On costs, neither party was wholly successful; the claimant succeeded on specific performance but failed on the price, so each of the claimant and first defendant must pay half of the other's costs, subject to detailed assessment.

Court Disposition

Permission to appeal refused; costs order made as detailed.

Orders

  • Permission to appeal refused on all grounds.
  • Each of the claimant and first defendant to pay half of the other's costs, subject to detailed assessment on the standard basis.