Franbar Holdings Ltd v Casualty Plus Ltd

Franbar Holdings Ltd v Casualty Plus Ltd

The last accounts adopted by the company for the purposes of the Shareholders’ Agreement were the 2005 accounts, as they were approved by both parties, whereas the 2006 accounts were unilaterally adopted by the defendant and disclaimed by the auditors. The EBITDA is not set out in the 2005 accounts, and there is a disagreement about the adjustment, necessitating referral to an independent accountant.

Parties
Claimant: Franbar Holdings Limited; Defendant: Casualty Plus Limited
Jurisdiction
England and Wales
Judgment Date
26 May 2010
Procedural Posture
Civil / Trial of Preliminary Issues
Outcome
Preliminary issues determined in favour of the claimant on the first issue and in favour of the defendant on the second issue.
Legal Topics
Shareholders' Agreement, Option Price Calculation, Adoption of Company Accounts, Directors' Duties
Company Law Contract Law Shareholders' Agreement Option Price Calculation Adoption of Company Accounts Directors' Duties

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 3 Authorities cited 9 Party arguments 2 Amounts and remedies 3
Sign in to unlock

Parties

Franbar Holdings Limited

Claimant

Casualty Plus Limited

Defendant

Procedural Posture

Civil / Trial of Preliminary Issues

Legal Issues

  1. 1 Whether the option price should be calculated by reference to the 2005 or 2006 accounts
  2. 2 Whether the EBITDA is the sum of £524,830 set out in the chairman’s statement to the 2005 accounts

Ratio Decidendi

The last accounts adopted by the company for the purposes of the Shareholders’ Agreement were the 2005 accounts, as they were approved by both parties, whereas the 2006 accounts were unilaterally adopted by the defendant and disclaimed by the auditors. The EBITDA is not set out in the 2005 accounts, and there is a disagreement about the adjustment, necessitating referral to an independent accountant.

Court Disposition

Preliminary issues determined in favour of the claimant on the first issue and in favour of the defendant on the second issue.

Orders

  • The option price is to be calculated by reference to the 2005 accounts.
  • The EBITDA is not set out in the 2005 accounts; disagreement about adjustment to be referred to an independent accountant.