Square Mile Partnership Ltd v Fitzmaurice McCall Ltd [2006] EWHC 22 (Ch) (17 January 2006)

Square Mile Partnership Ltd v Fitzmaurice McCall Ltd [2006] EWHC 22 (Ch) (17 January 2006)

The debt from RBF to Group was not automatically discharged or rendered non-recoverable by clause 4.3.1 of the Share Sale Agreement. The audited accounts, which showed the debt as owing, are the correct basis for adjustment. The claimant is entitled to succeed on this issue, and the counterclaim should not be increased by the debt amount.

Citation
[2006] EWHC 22 (Ch)
Parties
Claimant: THE SQUARE MILE PARTNERSHIP LIMITED; Defendant: FITZMAURICE McCALL LIMITED
Jurisdiction
England and Wales
Judgment Date
17 January 2006
Procedural Posture
Company Law Dispute (counterclaim) / Post Judgment Quantum and Costs Determination; Reconsideration of Recalled Judgment Point
Outcome
Judgment for the claimant on the recalled issue.
Legal Topics
Share Sale Agreement, Debt Adjustment, Counterclaim, Interpretation of Contractual Clauses
Company Law Contract Law Share Sale Agreement Debt Adjustment Counterclaim Interpretation of Contractual Clauses

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Parties

THE SQUARE MILE PARTNERSHIP LIMITED

Claimant

FITZMAURICE McCALL LIMITED

Defendant

Procedural Posture

Company Law Dispute (counterclaim) / Post Judgment Quantum and Costs Determination; Reconsideration of Recalled Judgment Point

Legal Issues

  1. 1 Whether a debt owed from RBF to Group should be treated as discharged or non-recoverable under clause 4.3.1 of the Share Sale Agreement for the purposes of adjusting net assets and the counterclaim.

Ratio Decidendi

The debt from RBF to Group was not automatically discharged or rendered non-recoverable by clause 4.3.1 of the Share Sale Agreement. The audited accounts, which showed the debt as owing, are the correct basis for adjustment. The claimant is entitled to succeed on this issue, and the counterclaim should not be increased by the debt amount.

Court Disposition

Judgment for the claimant on the recalled issue.

Orders

  • The counterclaim is not to be increased by £54,982.
  • Costs and interest to be determined following this judgment.