Ajayi v Ebury Partners Ltd

Ajayi v Ebury Partners Ltd

Ms Ajayi was only entitled to 3,000 options based on real market value, not the discounted AMV; Ebury breached its Articles by failing to implement share transfer provisions but Ms Ajayi suffered no loss as her shares appreciated; reference to COT3 agreement in pleadings was reasonably necessary and did not breach confidentiality, so Ebury's counterclaim fails.

Parties
Claimant: Golda Ajayi; Defendant: Ebury Partners Limited
Jurisdiction
England and Wales
Judgment Date
31 January 2020
Procedural Posture
Commercial Court Claim / Final Judgment After Trial
Outcome
Claims and counterclaim dismissed
Legal Topics
Share Options, Articles of Association, Confidentiality Agreements, Salary Sacrifice, Good Leaver/bad Leaver Provisions
Contract Law Company Law Employment Law Share Options Articles of Association Confidentiality Agreements Salary Sacrifice Good Leaver/bad Leaver Provisions

Case Brief

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Parties

Golda Ajayi

Claimant

Ebury Partners Limited

Defendant

Procedural Posture

Commercial Court Claim / Final Judgment After Trial

Legal Issues

  1. 1 Whether Ebury agreed to grant Ms Ajayi 22,472 options or only 3,000 options
  2. 2 Whether Ebury breached its Articles of Association by failing to implement share transfer provisions
  3. 3 Whether Ms Ajayi suffered loss from Ebury's breach

Ratio Decidendi

Ms Ajayi was only entitled to 3,000 options based on real market value, not the discounted AMV; Ebury breached its Articles by failing to implement share transfer provisions but Ms Ajayi suffered no loss as her shares appreciated; reference to COT3 agreement in pleadings was reasonably necessary and did not breach confidentiality, so Ebury's counterclaim fails.

Court Disposition

Claims and counterclaim dismissed

Orders

  • Ms Ajayi’s Salary Sacrifice Claim dismissed
  • AoA Claim: breach found but no loss proven, claim dismissed