Ajayi v Ebury Partners Ltd [2020] EWHC 166 (Comm) (31 January 2020)

Ajayi v Ebury Partners Ltd [2020] EWHC 166 (Comm) (31 January 2020)

Ms Ajayi was only entitled to 3,000 share options, not 22,472, as the agreement was by reference to the real market value of £17.80 per share, not the HMRC-approved AMV. Ebury breached its Articles by not initiating the share transfer procedure for a Good Leaver, but Ms Ajayi suffered no loss as her shares have increased in value. The COT3 confidentiality clause was not breached as the original Particulars of Claim did not enter the public domain, and there was no actionable loss to Ebury.

Citation
[2020] EWHC 166 (Comm)
Parties
Claimant: Golda Ajayi; Defendant: Ebury Partners Limited
Jurisdiction
England and Wales
Judgment Date
31 January 2020
Procedural Posture
Commercial Court Claim and Counterclaim / Judgment After Trial
Outcome
Claim dismissed; counterclaim dismissed
Legal Topics
Share Options, Articles of Association, Salary Sacrifice, Confidentiality Agreements, Liquidated Damages, Good Leaver/bad Leaver Provisions
Contract Law Company Law Employment Law Share Options Articles of Association Salary Sacrifice Confidentiality Agreements Liquidated Damages +1 more

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Parties

Golda Ajayi

Claimant

Ebury Partners Limited

Defendant

Procedural Posture

Commercial Court Claim and Counterclaim / Judgment After Trial

Legal Issues

  1. 1 Whether Ebury agreed to grant Ms Ajayi 22,472 share options or only 3,000 options in exchange for salary sacrifice
  2. 2 Whether Ebury breached its Articles of Association by failing to implement share transfer provisions for Ms Ajayi as a Good Leaver
  3. 3 Whether Ms Ajayi suffered any loss as a result of Ebury's breach

Ratio Decidendi

Ms Ajayi was only entitled to 3,000 share options, not 22,472, as the agreement was by reference to the real market value of £17.80 per share, not the HMRC-approved AMV. Ebury breached its Articles by not initiating the share transfer procedure for a Good Leaver, but Ms Ajayi suffered no loss as her shares have increased in value. The COT3 confidentiality clause was not breached as the original Particulars of Claim did not enter the public domain, and there was no actionable loss to Ebury.

Court Disposition

Claim dismissed; counterclaim dismissed

Orders

  • Ms Ajayi's claims for additional share options and damages dismissed
  • Ebury's counterclaim for £118,000 liquidated damages dismissed