Rig Holdings LP v Aeroflex Test Solutions Ltd

Rig Holdings LP v Aeroflex Test Solutions Ltd

The computations required by clause 13.5(B) and (C) of the Tax Deed must be performed on the basis that the Company's accounting period was a 12 month period to 31 December. The change to an 18 month period is to be ignored for the purpose of clause 13. As a result, the claim fails because the profit calculation for the last 5 months of 2003 is not justified under the contract.

Parties
Claimant: RIG Holdings L. P.; Defendant: Aeroflex Test Solutions Limited
Jurisdiction
England and Wales
Judgment Date
25 June 2009
Procedural Posture
Commercial / Final Judgment
Outcome
claim dismissed
Legal Topics
Assignment of Rights, Corporation Tax Computation, Breach of Contract, Interpretation of Contractual Clauses
Contract Law Tax Law Assignment of Rights Corporation Tax Computation Breach of Contract Interpretation of Contractual Clauses

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Parties

RIG Holdings L. P.

Claimant

Aeroflex Test Solutions Limited

Defendant

Procedural Posture

Commercial / Final Judgment

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 computation of losses and profits for relevant periods under the Tax Deed

Ratio Decidendi

The computations required by clause 13.5(B) and (C) of the Tax Deed must be performed on the basis that the Company's accounting period was a 12 month period to 31 December. The change to an 18 month period is to be ignored for the purpose of clause 13. As a result, the claim fails because the profit calculation for the last 5 months of 2003 is not justified under the contract.

Court Disposition

claim dismissed