Flowgroup Plc v Co-Operative Energy Ltd [2021] EWHC 344 (Comm) (19 February 2021)

Flowgroup Plc v Co-Operative Energy Ltd [2021] EWHC 344 (Comm) (19 February 2021)

The expert's determination was not vitiated by manifest error. The expert was mandated by the contract to resolve disputes over the Completion Statement, including issues of contractual interpretation and accounting judgment. The Seller failed to demonstrate any oversight or blunder so obvious as to admit of no difference of opinion. The expert's approach to the accounting hierarchy, Consistent Basis test, and consideration of post balance sheet events was within her mandate and not plainly wrong.

Citation
[2021] EWHC 344 (Comm)
Parties
Claimant: Flowgroup PLC (in liquidation); Defendant: Co-operative Energy Limited
Jurisdiction
England and Wales
Judgment Date
19 February 2021
Procedural Posture
CPR Part 8 Claim (commercial Court) / Trial and Judgment
Outcome
Claim dismissed
Legal Topics
Expert Determination, Manifest Error, Share Purchase Agreement, Working Capital Adjustment, Contractual Interpretation
Contract Law Commercial Law Expert Determination Manifest Error Share Purchase Agreement Working Capital Adjustment Contractual Interpretation

Case Brief

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Parties

Flowgroup PLC (in liquidation)

Claimant

Co-operative Energy Limited

Defendant

Procedural Posture

CPR Part 8 Claim (commercial Court) / Trial and Judgment

Legal Issues

  1. 1 Whether the expert's determination under the share purchase agreement was vitiated by manifest error
  2. 2 Proper interpretation of 'manifest error' in expert determination clauses
  3. 3 Whether the expert misapplied the contractual accounting hierarchy and Consistent Basis test

Ratio Decidendi

The expert's determination was not vitiated by manifest error. The expert was mandated by the contract to resolve disputes over the Completion Statement, including issues of contractual interpretation and accounting judgment. The Seller failed to demonstrate any oversight or blunder so obvious as to admit of no difference of opinion. The expert's approach to the accounting hierarchy, Consistent Basis test, and consideration of post balance sheet events was within her mandate and not plainly wrong.

Court Disposition

Claim dismissed

Orders

  • The claim to set aside the expert's determination is dismissed.
  • The expert's determination stands as final and binding.