Caldero Trading Ltd v Leibson Corporation Ltd & Ors

Caldero Trading Ltd v Leibson Corporation Ltd & Ors

The trial judge was entitled to find, based on credibility assessments and the evidence, that all sums invested by the majority shareholder were to be treated as capital, not loans, for the purposes of the buy-out valuation. The judge's assessment of commercial probability and the weight given to documents was not plainly wrong and should not be disturbed on appeal.

Parties
Respondent/petitioner: Caldero Trading Limited; Appellant/respondent: Leibson Corporation Limited; Appellant/respondent: Belinda Capital Limited; Appellant/respondent: Igor Lazurenko; Appellant/respondent: Lawson Trading Limited; Appellant/respondent: Sergey Scheklanov
Jurisdiction
England and Wales
Judgment Date
08 July 2014
Procedural Posture
Civil Appeal / Appeal From High Court Judgment on Factual Findings in Unfair Prejudice Petition Under Companies Act
Outcome
Appeal dismissed
Legal Topics
Unfair Prejudice, Shareholder Disputes, Valuation of Shares, Capital Vs Loan Investment, Credibility of Witnesses
Company Law Unfair Prejudice Shareholder Disputes Valuation of Shares Capital Vs Loan Investment Credibility of Witnesses

Case Brief

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Parties

Caldero Trading Limited

Respondent/petitioner

Leibson Corporation Limited

Appellant/respondent

Belinda Capital Limited

Appellant/respondent

Igor Lazurenko

Appellant/respondent

Lawson Trading Limited

Appellant/respondent

Sergey Scheklanov

Appellant/respondent

Procedural Posture

Civil Appeal / Appeal From High Court Judgment on Factual Findings in Unfair Prejudice Petition Under Companies Act

Legal Issues

  1. 1 Whether sums invested in BJUK and/or BJM were by way of loan or capital for the purposes of shareholder valuation under a buy-out order
  2. 2 Whether the trial judge erred in his assessment of the commercial probability of the parties' agreement

Ratio Decidendi

The trial judge was entitled to find, based on credibility assessments and the evidence, that all sums invested by the majority shareholder were to be treated as capital, not loans, for the purposes of the buy-out valuation. The judge's assessment of commercial probability and the weight given to documents was not plainly wrong and should not be disturbed on appeal.

Court Disposition

Appeal dismissed

Orders

  • Appeal dismissed; trial judge's order stands.