WH Holding Limited v E20 Stadium LLP

WH Holding Limited v E20 Stadium LLP

The expert's determination contained manifest errors by blending calculations for share sales and an option contrary to the Agreement's definitions, and by treating separate transactions as a single Qualifying Transaction without contractual basis. These errors were obvious, affected the outcome, and admitted no difference of opinion. Therefore, the expert determination is not binding on WHH.

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 Hearing
Outcome
Declaration granted that the expert determination is not final and binding on WHH.
Legal Topics
Expert Determination, Manifest Error Exception, Contractual Interpretation, Declaratory Relief
Contract Law Commercial Law Expert Determination Manifest Error Exception Contractual Interpretation Declaratory Relief

Case Brief

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Parties

WH Holding Limited

Claimant

E20 Stadium LLP

Defendant

Procedural Posture

Part 8 Claim for Declaratory Relief / Judgment After Hearing

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 Whether the calculation of the Stadium Premium Amount was contrary to the Agreement
  3. 3 Whether multiple linked transactions can constitute a single Qualifying Transaction under the Agreement

Ratio Decidendi

The expert's determination contained manifest errors by blending calculations for share sales and an option contrary to the Agreement's definitions, and by treating separate transactions as a single Qualifying Transaction without contractual basis. These errors were obvious, affected the outcome, and admitted no difference of opinion. Therefore, the expert determination is not binding on WHH.

Court Disposition

Declaration granted that the expert determination is not final and binding on WHH.

Orders

  • Declaration that the expert determination is not binding on WHH.
  • Parties to agree further orders including costs; if not agreed, further hearing to be listed.