Sellers v Buyer

Sellers v Buyer

Because the proceedings include a stayed claim for damages and the final quantum of the Earn-out is to be determined by an independent accountant, there is a real possibility that the ultimate outcome may affect the appropriate order as to costs, particularly in light of the Part 36 offer. Therefore, the proper order is to reserve costs at this stage.

Parties
Claimants: Sellers; Defendant: Buyer
Jurisdiction
England and Wales
Judgment Date
06 March 2014
Procedural Posture
Civil (commercial/contract) / Costs Determination After Interlocutory Judgment
Outcome
Costs reserved
Legal Topics
Sale and Purchase Agreement, Earn Out Provisions, Expert Determination, Costs Orders, Part 36 Offers
Contract Law Civil Procedure Sale and Purchase Agreement Earn Out Provisions Expert Determination Costs Orders Part 36 Offers

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Parties

Sellers

Claimants

Buyer

Defendant

Procedural Posture

Civil (commercial/contract) / Costs Determination After Interlocutory Judgment

Legal Issues

  1. 1 Whether the Buyer's Earn-out Notice was valid under the SPA
  2. 2 Whether the Sellers were entitled to refer the Earn-out calculation to an independent accountant
  3. 3 Whether the Buyer breached post-sale obligations under the SPA

Ratio Decidendi

Because the proceedings include a stayed claim for damages and the final quantum of the Earn-out is to be determined by an independent accountant, there is a real possibility that the ultimate outcome may affect the appropriate order as to costs, particularly in light of the Part 36 offer. Therefore, the proper order is to reserve costs at this stage.

Court Disposition

Costs reserved

Orders

  • Costs of the proceedings to date are reserved.