Square Mile Partnership Ltd v Fitzmaurice McCall Ltd

Square Mile Partnership Ltd v Fitzmaurice McCall Ltd

The debt was not discharged or waived by clause 4.3.1; it remained recoverable and reflected in the audited accounts, which are the contractual yardstick for asset measurement. No adjustment to net assets or consideration payable is warranted.

Parties
Claimant: The Square Mile Partnership Limited; Defendant: Fitzmaurice McCall Limited
Jurisdiction
England and Wales
Judgment Date
17 January 2006
Procedural Posture
Commercial / Post Judgment Quantum Determination
Outcome
Claimant succeeds on the recalled issue
Legal Topics
Share Sale Agreement, Debt Adjustment, Specific Performance, Equitable Relief
Contract Law Company Law Share Sale Agreement Debt Adjustment Specific Performance Equitable Relief

Case Brief

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Parties

The Square Mile Partnership Limited

Claimant

Fitzmaurice McCall Limited

Defendant

Procedural Posture

Commercial / Post Judgment Quantum Determination

Legal Issues

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

Ratio Decidendi

The debt was not discharged or waived by clause 4.3.1; it remained recoverable and reflected in the audited accounts, which are the contractual yardstick for asset measurement. No adjustment to net assets or consideration payable is warranted.

Court Disposition

Claimant succeeds on the recalled issue

Orders

  • No adjustment to net assets or consideration payable for the disputed debt