Daniel Stewart & Company Plc v Environmental Waste Controls Plc [2013] EWHC 1763 (QB) (25 June 2013)

Daniel Stewart & Company Plc v Environmental Waste Controls Plc [2013] EWHC 1763 (QB) (25 June 2013)

The abort fee is payable because EWC decided not to proceed with the AIM listing for reasons unconnected to Daniel Stewart's performance, and the Engagement Letter does not require Daniel Stewart to agree that the listing should not proceed or to act reasonably in withholding such agreement. No minimum valuation or fundraise was promised or contractually required.

Citation
[2013] EWHC 1763
Parties
Claimant: Daniel Stewart & Company PLC; Defendant: Environmental Waste Controls PLC
Jurisdiction
England and Wales
Judgment Date
25 June 2013
Procedural Posture
Commercial Contract Claim / High Court Trial Judgment
Outcome
Claim allowed
Legal Topics
Abort Fee Clauses, Contractual Construction, Implied Terms, Corporate Finance Agreements, AIM Listing Process
Contract Law Commercial Law Abort Fee Clauses Contractual Construction Implied Terms Corporate Finance Agreements AIM Listing Process

Case Brief

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Parties

Daniel Stewart & Company PLC

Claimant

Environmental Waste Controls PLC

Defendant

Procedural Posture

Commercial Contract Claim / High Court Trial Judgment

Legal Issues

  1. 1 Is the abort fee of £150,000 payable under the Engagement Letter?
  2. 2 Did Daniel Stewart promise a minimum valuation or fundraise?
  3. 3 Was Daniel Stewart required to act reasonably in agreeing that the listing should not proceed?

Ratio Decidendi

The abort fee is payable because EWC decided not to proceed with the AIM listing for reasons unconnected to Daniel Stewart's performance, and the Engagement Letter does not require Daniel Stewart to agree that the listing should not proceed or to act reasonably in withholding such agreement. No minimum valuation or fundraise was promised or contractually required.

Court Disposition

Claim allowed

Orders

  • EWC to pay Daniel Stewart £150,000 abort fee
  • EWC to pay disbursements of £699.30