McConomy & Anor v ASE Plc & Anor [2017] EWHC 92 (Ch) (26 January 2017)

McConomy & Anor v ASE Plc & Anor [2017] EWHC 92 (Ch) (26 January 2017)

ASE did not establish a binding variation of the SLA or shareholders agreement. ASE breached the SLA by entering into client arrangements without WLT's consent and by failing to pay within contractual terms. Breaches were not waived or affirmed by WLT. WLT was entitled to terminate the SLA for repudiatory breach,...

Source-derived case information.

Citation
[2017] EWHC 92 (Ch)
Parties
Claimant: Gareth Gerald McConomy; Claimant: Think Assets (CA) Limited; Defendant: ASE PLC; Defendant: Michael Jones
Jurisdiction
England and Wales
Judgment Date
26 January 2017
Procedural Posture
Commercial Contract Dispute / Final Judgment After Trial
Outcome
Claimants succeed in main claims; Defendants' counterclaim dismissed
Legal Topics
Variation and Waiver of Contract, Breach of Service Level Agreement, Shareholders Agreement, Directors' Duties, Repudiatory Breach, Termination of Contract
Contract Law Company Law Variation and Waiver of Contract Breach of Service Level Agreement Shareholders Agreement Directors' Duties Repudiatory Breach Termination of Contract

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Parties

Gareth Gerald McConomy

Claimant

Think Assets (CA) Limited

Claimant

ASE PLC

Defendant

Michael Jones

Defendant

Procedural Posture

Commercial Contract Dispute / Final Judgment After Trial

Legal Issues

  1. 1 Whether the Service Level Agreement (SLA) was validly varied or waived
  2. 2 Whether ASE breached the SLA by entering into arrangements with clients without WLT's consent
  3. 3 Whether ASE breached the shareholders agreement

Ratio Decidendi

ASE did not establish a binding variation of the SLA or shareholders agreement. ASE breached the SLA by entering into client arrangements without WLT's consent and by failing to pay within contractual terms. Breaches were not waived or affirmed by WLT. WLT was entitled to terminate the SLA for repudiatory breach, and Mr McConomy was entitled to invoke compulsory buy out provisions under the shareholders agreement. Mike Jones did not breach his director's duty as he was not directly involved in the disputed arrangements.

Court Disposition

Claimants succeed in main claims; Defendants' counterclaim dismissed

Orders

  • ASE to pay WLT sums due under the SLA
  • Declaration that Mr McConomy is entitled to invoke compulsory buy out provisions under the shareholders agreement