Doughty Hanson & Co Ltd v Roe

Doughty Hanson & Co Ltd v Roe

The valuation certificate issued by PwC is valid and binding because there was no material departure from instructions; any alleged error was a mistake within the valuer's remit. Mr Roe's transfer notice was a compulsory notice under Article 12.2, and the Articles do not confer a right of withdrawal in such circumstances. Even if the notice were voluntary under Article 11.2, a valuation price offer does not carry a right of withdrawal. The drafting of the Articles is poor, but the court cannot extend the right of withdrawal beyond the clear wording.

Parties
Claimant: Doughty Hanson & Co Limited; Defendant: Bruce Patrick Roe; Defendant: Nigel Edward Doughty; Defendant: Richard Peter Hanson
Jurisdiction
England and Wales
Judgment Date
04 October 2007
Procedural Posture
Civil Company Law / Judgment After Trial of Part 8 Claims
Outcome
Claim dismissed as to challenge to valuation; declaration granted that transfer notice is irrevocable; Mr Roe has no right of withdrawal.
Legal Topics
Shareholder Disputes, Articles of Association, Valuation of Shares, Transfer of Shares, Expert Determination
Company Law Shareholder Disputes Articles of Association Valuation of Shares Transfer of Shares Expert Determination

Case Brief

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Parties

Doughty Hanson & Co Limited

Claimant

Bruce Patrick Roe

Defendant

Nigel Edward Doughty

Defendant

Richard Peter Hanson

Defendant

Procedural Posture

Civil Company Law / 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 Mr Roe's notice was under Article 11.2 (voluntary) or Article 12.2 (compulsory)

Ratio Decidendi

The valuation certificate issued by PwC is valid and binding because there was no material departure from instructions; any alleged error was a mistake within the valuer's remit. Mr Roe's transfer notice was a compulsory notice under Article 12.2, and the Articles do not confer a right of withdrawal in such circumstances. Even if the notice were voluntary under Article 11.2, a valuation price offer does not carry a right of withdrawal. The drafting of the Articles is poor, but the court cannot extend the right of withdrawal beyond the clear wording.

Court Disposition

Claim dismissed as to challenge to valuation; declaration granted that transfer notice is irrevocable; Mr Roe has no right of withdrawal.

Orders

  • The PwC valuation certificate stands and is binding on the parties.
  • Mr Roe's transfer notice is irrevocable and cannot be withdrawn.