Saxon Woods Investments Ltd v Costa (Re Spring Media Investments Ltd) [2025] EWCA Civ 708 (09 June 2025)

Saxon Woods Investments Ltd v Costa (Re Spring Media Investments Ltd) [2025] EWCA Civ 708 (09 June 2025)

Mr Costa's conduct caused the company to breach its obligation to work in good faith towards an Exit by 31 December 2019 under Article 6.2 of the Shareholders' Agreement, depriving SW of the opportunity to exit and constituting unfair prejudice under s.994 Companies Act 2006. Relief under s.996 is appropriate, but conditional on whether a binding offer above $75m would have been received, as prejudice must be material and causally linked to loss.

Citation
[2025] EWCA Civ 708
Parties
Petitioner/appellant: Saxon Woods Investments Limited; Respondent/appellant: Francesco Costa
Jurisdiction
England and Wales
Judgment Date
09 June 2025
Procedural Posture
Appeal / Court of Appeal Judgment Following High Court Liability Determination; Appeals From Both Parties on Aspects of S.994 Companies Act 2006 Petition and Relief Order
Outcome
Appeals dismissed in respect of breach and unfair prejudice findings; conditional buy-out order upheld, subject to second trial on hypothetical offer value.
Legal Topics
Unfair Prejudice, Shareholder Rights, Directors' Duties, Shareholders' Agreements, Remedies Under Companies Act 2006, Fiduciary Duties, Relief Under S.996 Companies Act 2006
Company Law Equity Contract Law Unfair Prejudice Shareholder Rights Directors' Duties Shareholders' Agreements Remedies Under Companies Act 2006 +2 more

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Parties

Saxon Woods Investments Limited

Petitioner/appellant

Francesco Costa

Respondent/appellant

Procedural Posture

Appeal / Court of Appeal Judgment Following High Court Liability Determination; Appeals From Both Parties on Aspects of S.994 Companies Act 2006 Petition and Relief Order

Legal Issues

  1. 1 Whether conduct of company affairs breached Article 6.2 of Shareholders' Agreement and was unfairly prejudicial under s.994 Companies Act 2006
  2. 2 Whether Mr Costa breached fiduciary duties under s.172 and s.174 Companies Act 2006
  3. 3 Proper construction of 'Exit' and obligations under Shareholders' Agreement

Ratio Decidendi

Mr Costa's conduct caused the company to breach its obligation to work in good faith towards an Exit by 31 December 2019 under Article 6.2 of the Shareholders' Agreement, depriving SW of the opportunity to exit and constituting unfair prejudice under s.994 Companies Act 2006. Relief under s.996 is appropriate, but conditional on whether a binding offer above $75m would have been received, as prejudice must be material and causally linked to loss.

Court Disposition

Appeals dismissed in respect of breach and unfair prejudice findings; conditional buy-out order upheld, subject to second trial on hypothetical offer value.

Orders

  • Second trial to determine whether binding offer above US$75 million net of debt would have been received by end of 2019.
  • If such offer would have been received, Mr Costa to purchase SW's shares at 22.33% of offer value.