WH Holding Ltd v E20 Stadium LLP [2025] EWHC 140 (Comm) (27 January 2025)

WH Holding Ltd v E20 Stadium LLP [2025] EWHC 140 (Comm) (27 January 2025)

The expert determination contained a manifest error by blending calculations for share sales and option grants contrary to the disjunctive definition of Consideration in the Agreement. The Agreement required separate treatment of each transaction type, and no express wording justified aggregation. The determination...

Source-derived case information.

Citation
[2025] EWHC 140 (Comm)
Parties
Claimant: WH Holding Limited; Defendant: E20 Stadium LLP
Jurisdiction
England and Wales
Judgment Date
27 January 2025
Procedural Posture
Part 8 Claim for Declaratory Relief / Judgment After Expert Determination Challenge
Outcome
Claim allowed; expert determination not binding due to manifest error.
Legal Topics
Expert Determination, Manifest Error Exception, Anti Embarrassment Clauses, Contractual Interpretation
Contract Law Commercial Law Expert Determination Manifest Error Exception Anti Embarrassment Clauses Contractual Interpretation

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Summary, issues, holding and outcome

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Parties

WH Holding Limited

Claimant

E20 Stadium LLP

Defendant

Procedural Posture

Part 8 Claim for Declaratory Relief / Judgment After Expert Determination Challenge

Legal Issues

  1. 1 Whether the expert determination under Clause 50 of the Concession Agreement is binding in light of alleged manifest errors
  2. 2 Proper calculation of Stadium Premium Amount under Clause 20 and related definitions
  3. 3 Whether multiple linked transactions constitute a single Qualifying Transaction for premium calculation

Ratio Decidendi

The expert determination contained a manifest error by blending calculations for share sales and option grants contrary to the disjunctive definition of Consideration in the Agreement. The Agreement required separate treatment of each transaction type, and no express wording justified aggregation. The determination was not binding on WHH.

Court Disposition

Claim allowed; expert determination not binding due to manifest error.

Orders

  • Expert determination set aside as not binding on WHH.
  • No Stadium Premium Amount payable in relation to the Option transaction.