Express Newspapers v Telegraph Group Ltd. [2002] EWCA Civ 317 (15th March, 2002)

Express Newspapers v Telegraph Group Ltd. [2002] EWCA Civ 317 (15th March, 2002)

The Court of Appeal held that the parenthesis in clause 15.5 of the shareholders’ agreement replaced the acceptance period in Article 10(c) with a fixed 42-day period, expiring on 3 January 2001. There was no acceptance or estoppel binding DT to purchase EN’s shares or assets before the offer lapsed. The...

Source-derived case information.

Citation
[2002] EWCA Civ 317
Parties
Appellant: Express Newspapers; Respondent: Telegraph Group Ltd
Jurisdiction
England and Wales
Procedural Posture
Civil Appeal / Appeal From High Court (chancery Division) to Court of Appeal
Outcome
Appeal in main action dismissed; appeal against striking out of section 459 petition allowed.
Legal Topics
Shareholder Agreements, Joint Ventures, Section 459 Companies Act 1985, Breach of Contract, Interpretation of Commercial Contracts
Company Law Contract Law Shareholder Agreements Joint Ventures Section 459 Companies Act 1985 Breach of Contract Interpretation of Commercial Contracts

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Summary, issues, holding and outcome

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Parties

Express Newspapers

Appellant

Telegraph Group Ltd

Respondent

Procedural Posture

Civil Appeal / Appeal From High Court (chancery Division) to Court of Appeal

Legal Issues

  1. 1 Proper construction of clause 15 of the shareholders’ agreement and Article 10 of West Ferry’s articles of association
  2. 2 Timing and effect of deemed transfer notices and acceptance periods
  3. 3 Whether there was acceptance or estoppel binding the respondent to purchase shares and assets

Ratio Decidendi

The Court of Appeal held that the parenthesis in clause 15.5 of the shareholders’ agreement replaced the acceptance period in Article 10(c) with a fixed 42-day period, expiring on 3 January 2001. There was no acceptance or estoppel binding DT to purchase EN’s shares or assets before the offer lapsed. The Vice-Chancellor’s findings of fact on acceptance were upheld. However, the section 459 petition should not have been struck out, as it was arguable that EN suffered unfair prejudice after 3 January 2001.

Court Disposition

Appeal in main action dismissed; appeal against striking out of section 459 petition allowed.

Orders

  • No inquiry as to damages.
  • Respondents to pay petitioner’s costs here and below of the application to strike out the petition.