Rig Holdings LP v Aeroflex Test Solutions Ltd [2009] EWHC 1440 (QB) (25 June 2009)

Rig Holdings LP v Aeroflex Test Solutions Ltd [2009] EWHC 1440 (QB) (25 June 2009)

The computations required by clause 13.5(B) and (C) must be performed on the basis that the Company's accounting period was a 12 month period to 31 December, ignoring the change to an 18 month period. On this basis, no profit is shown for the last 5 months of 2003, and the claim fails.

Citation
[2009] EWHC 1440 (QB)
Parties
Claimant: RIG Holdings L. P.; Defendant: Aeroflex Test Solutions Limited
Jurisdiction
England and Wales
Judgment Date
25 June 2009
Procedural Posture
Commercial Claim for Payment Under Tax Deed / Final Judgment After Trial
Outcome
Claim dismissed
Legal Topics
Assignment of Contractual Rights, Interpretation of Tax Indemnity Clauses, Calculation of Tax Losses, Binding Effect of Computations, Breach of Contract
Contract Law Tax Law Corporate Law Assignment of Contractual Rights Interpretation of Tax Indemnity Clauses Calculation of Tax Losses Binding Effect of Computations Breach of Contract

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Parties

RIG Holdings L. P.

Claimant

Aeroflex Test Solutions Limited

Defendant

Procedural Posture

Commercial Claim for Payment Under Tax Deed / Final Judgment After Trial

Legal Issues

  1. 1 Whether the claimant is entitled to payment under clause 13 of the Tax Deed
  2. 2 Whether the defendant is barred from disputing the claim by operation of clause 2.6 of the SPA
  3. 3 Proper method for calculation of losses and profits for relevant periods under the Tax Deed

Ratio Decidendi

The computations required by clause 13.5(B) and (C) must be performed on the basis that the Company's accounting period was a 12 month period to 31 December, ignoring the change to an 18 month period. On this basis, no profit is shown for the last 5 months of 2003, and the claim fails.

Court Disposition

Claim dismissed