Franbar Holdings Ltd v Casualty Plus Ltd [2011] EWHC 1161 (Ch) (11 May 2011)

Franbar Holdings Ltd v Casualty Plus Ltd [2011] EWHC 1161 (Ch) (11 May 2011)

The expert determination by the Independent Accountant is not vitiated by manifest error or departure from instructions; the defendant's arguments are improbable but pass the threshold for summary judgment, warranting a conditional order requiring payment into court.

Source-derived case information.

Citation
[2011] EWHC 1161 (Ch)
Parties
Claimant: Franbar Holdings Limited; Defendant: Casualty Plus Limited
Jurisdiction
England and Wales
Judgment Date
11 May 2011
Procedural Posture
Shareholder Dispute / Contractual Claim / Summary Judgment Application Following Preliminary Issues
Outcome
Conditional order for payment into court as a condition of pursuing defence; summary judgment not granted outright.
Legal Topics
Shareholders' Agreement, Expert Determination, Option Price Calculation, EBITDA Adjustment
Company Law Contract Law Shareholders' Agreement Expert Determination Option Price Calculation EBITDA Adjustment

Source-derived case record

Summary, issues, holding and outcome

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Parties

Franbar Holdings Limited

Claimant

Casualty Plus Limited

Defendant

Procedural Posture

Shareholder Dispute / Contractual Claim / Summary Judgment Application Following Preliminary Issues

Legal Issues

  1. 1 Whether the price payable for shares should be calculated by reference to the Company's 2005 or 2006 accounts
  2. 2 Whether the Adjusted EBITDA for 2005 was agreed as £524,830
  3. 3 Whether the expert determination by the Independent Accountant is final and binding

Ratio Decidendi

The expert determination by the Independent Accountant is not vitiated by manifest error or departure from instructions; the defendant's arguments are improbable but pass the threshold for summary judgment, warranting a conditional order requiring payment into court.

Court Disposition

Conditional order for payment into court as a condition of pursuing defence; summary judgment not granted outright.

Orders

  • Defendant to pay a sum of money into court as a condition of pursuing its defence.
  • Further submissions to be heard on the amount to be paid and basis.