McConomy & Anor v ASE Plc & Anor

McConomy & Anor v ASE Plc & Anor

ASE breached the SLA by agreeing non-standard terms with clients and failing to pay WLT, but WLT suffered substantial loss only in one instance (GGT). The SLA was not varied by conduct, and waiver was only temporary. The breaches were not repudiatory, and WLT was not entitled to terminate the SLA or shareholders agreement. Mike Jones was not personally liable as director. ASE was entitled to invoke the compulsory buy-out under the shareholders agreement.

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/contractual Dispute / Judgment After Trial
Outcome
Claim allowed in part; counterclaim allowed in part
Legal Topics
Variation of Contract, Shareholders Agreement, Director's Duties, Repudiatory Breach, Waiver, Good Faith, Damages
Contract Law Company Law Variation of Contract Shareholders Agreement Director's Duties Repudiatory Breach Waiver Good Faith +1 more

Case Brief

Summary, issues, holding and outcome

More case intelligence is available

Unlock the full research layer for this judgment.

Full judgment text Downloadable case file Legal principles 6 Authorities cited 11 Party arguments 2 Amounts and remedies 1
Sign in to unlock

Parties

Gareth Gerald McConomy

Claimant

Think Assets (CA) Limited

Claimant

ASE PLC

Defendant

Michael Jones

Defendant

Procedural Posture

Commercial/contractual Dispute / Judgment After Trial

Legal Issues

  1. 1 Whether the Service Level Agreement (SLA) was varied or waived by conduct or agreement
  2. 2 Whether ASE breached the SLA and/or shareholders agreement by agreeing non-standard terms with clients and failing to pay WLT
  3. 3 Whether WLT was entitled to terminate the SLA for repudiatory breach

Ratio Decidendi

ASE breached the SLA by agreeing non-standard terms with clients and failing to pay WLT, but WLT suffered substantial loss only in one instance (GGT). The SLA was not varied by conduct, and waiver was only temporary. The breaches were not repudiatory, and WLT was not entitled to terminate the SLA or shareholders agreement. Mike Jones was not personally liable as director. ASE was entitled to invoke the compulsory buy-out under the shareholders agreement.

Court Disposition

Claim allowed in part; counterclaim allowed in part

Orders

  • WLT awarded damages of £42,637.63 against ASE PLC for unpaid invoices and GGT claim
  • Mr McConomy’s claim to invoke compulsory buy-out under shareholders agreement dismissed