Caldero Trading Ltd v Leibson Corporation Ltd & Ors [2014] EWCA Civ 935 (08 July 2014)

Caldero Trading Ltd v Leibson Corporation Ltd & Ors [2014] EWCA Civ 935 (08 July 2014)

The trial judge was entitled to find, on the evidence and assessment of credibility, that all sums invested by Leibson in BJUK/BJM were agreed to be and were treated as capital, not loans, for the purposes of the shareholder relationship and buy-out valuation. The commercial context, absence of binding commitment to unlimited funding, and lack of persuasive documentary evidence to the contrary justified this conclusion.

Citation
[2014] EWCA Civ 935
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
Appeal (civil) / Court of Appeal Judgment on Appeal From High Court (chancery Division, Companies Court)
Outcome
Appeal dismissed
Legal Topics
Unfair Prejudice Petition, Shareholder Disputes, Valuation of Shares, Capital Vs Loan Investment, Section 994 Companies Act 2006
Company Law Equity Unfair Prejudice Petition Shareholder Disputes Valuation of Shares Capital Vs Loan Investment Section 994 Companies Act 2006

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

Appeal (civil) / Court of Appeal Judgment on Appeal From High Court (chancery Division, Companies Court)

Legal Issues

  1. 1 Whether sums invested in BJUK/BJM by Leibson were by way of loan or capital for purposes of shareholder buy-out under unfair prejudice order

Ratio Decidendi

The trial judge was entitled to find, on the evidence and assessment of credibility, that all sums invested by Leibson in BJUK/BJM were agreed to be and were treated as capital, not loans, for the purposes of the shareholder relationship and buy-out valuation. The commercial context, absence of binding commitment to unlimited funding, and lack of persuasive documentary evidence to the contrary justified this conclusion.

Court Disposition

Appeal dismissed

Orders

  • Appeal dismissed; High Court order upheld.