Doughty Hanson & Co Ltd v Roe [2007] EWHC 2212 (Ch) (04 October 2007)

Doughty Hanson & Co Ltd v Roe [2007] EWHC 2212 (Ch) (04 October 2007)

The PwC valuation certificate is valid and binding because the valuer did not depart from instructions or value the wrong subject matter; any alleged errors were within the scope of permissible valuation judgment. Mr Roe's transfer notice was a compulsory notice under Article 12.2, which does not carry a right of withdrawal. Even if the notice could be treated as under Article 11.2, the right of withdrawal would not apply in these circumstances.

Citation
[2007] EWHC 2212 (Ch)
Parties
Claimant: Doughty Hanson & Co Limited; Defendant: Bruce Patrick Roe; Claimant: Bruce Patrick Roe; Defendant: Doughty Hanson & Co Limited; Defendant: Nigel Edward Doughty; Defendant: Richard Peter Hanson
Jurisdiction
England and Wales
Judgment Date
04 October 2007
Procedural Posture
Chancery Division Shareholder Dispute / Judgment After Trial of Part 8 Claims
Outcome
Claim dismissed; declaration granted in favour of Doughty Hanson & Co Limited.
Legal Topics
Shareholder Disputes, Valuation of Shares, Articles of Association, Expert Determination, Withdrawal of Transfer Notice
Company Law Contract Law Shareholder Disputes Valuation of Shares Articles of Association Expert Determination Withdrawal of Transfer Notice

Case Brief

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Parties

Doughty Hanson & Co Limited

Claimant

Bruce Patrick Roe

Defendant

Bruce Patrick Roe

Claimant

Doughty Hanson & Co Limited

Defendant

Nigel Edward Doughty

Defendant

Richard Peter Hanson

Defendant

Procedural Posture

Chancery Division Shareholder Dispute / Judgment After Trial of Part 8 Claims

Legal Issues

  1. 1 Whether the valuation certificate issued by PwC is valid and binding
  2. 2 Whether Mr Roe had a right to withdraw his transfer notice under the Articles of Association
  3. 3 Whether the notice served by Mr Roe was under Article 11.2 (voluntary) or Article 12.2 (compulsory) of the Articles of Association

Ratio Decidendi

The PwC valuation certificate is valid and binding because the valuer did not depart from instructions or value the wrong subject matter; any alleged errors were within the scope of permissible valuation judgment. Mr Roe's transfer notice was a compulsory notice under Article 12.2, which does not carry a right of withdrawal. Even if the notice could be treated as under Article 11.2, the right of withdrawal would not apply in these circumstances.

Court Disposition

Claim dismissed; declaration granted in favour of Doughty Hanson & Co Limited.

Orders

  • The PwC valuation certificate is valid and binding.
  • Mr Roe is not entitled to withdraw his transfer notice.