The Witz Company LLC & Anor v Truell [2023] EWHC 2877 (Comm) (17 November 2023)

The Witz Company LLC & Anor v Truell [2023] EWHC 2877 (Comm) (17 November 2023)

The CFD was intended to mirror a direct shareholding in Zedra, so TWC is entitled to the net asset value of the bonus shares as well as the original shares. The allocation of bonus shares constitutes a payment under the CFD, and the sum due is calculated on the basis of the increased number of shares post-bonus issue at the NAV as at 31 January 2019.

Citation
[2023] EWHC 2877 (Comm)
Parties
Claimant: THE WITZ COMPANY LLC; Claimant: RICHARD HURWITZ; Defendant: EDMUND TRUELL
Jurisdiction
England and Wales
Judgment Date
17 November 2023
Procedural Posture
Commercial Contract Dispute / Assessment of Quantum Following Summary Judgment and Consent Order
Outcome
Judgment for the Claimants
Legal Topics
Contracts for Difference, Interpretation of Contracts, Damages Assessment, Rectification, Bonus Share Issue, Implied Terms
Contract Law Commercial Law Contracts for Difference Interpretation of Contracts Damages Assessment Rectification Bonus Share Issue Implied Terms

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Parties

THE WITZ COMPANY LLC

Claimant

RICHARD HURWITZ

Claimant

EDMUND TRUELL

Defendant

Procedural Posture

Commercial Contract Dispute / Assessment of Quantum Following Summary Judgment and Consent Order

Legal Issues

  1. 1 Whether bonus shares issued to Zedra shareholders should be accounted for under the CFD
  2. 2 Proper construction of the CFD regarding payments and valuation
  3. 3 Assessment of the sum due under the CFD

Ratio Decidendi

The CFD was intended to mirror a direct shareholding in Zedra, so TWC is entitled to the net asset value of the bonus shares as well as the original shares. The allocation of bonus shares constitutes a payment under the CFD, and the sum due is calculated on the basis of the increased number of shares post-bonus issue at the NAV as at 31 January 2019.

Court Disposition

Judgment for the Claimants

Orders

  • Defendant to pay Claimant £130,427.55 as a fixed sum under the CFD, due from 1 March 2019
  • Interest at 3% above Bank of England base rate from 2 March 2019 until judgment