Huntington v Imagine Group Holdings Ltd & Anor [2007] EWHC 1603 (Comm) (13 July 2007)

Huntington v Imagine Group Holdings Ltd & Anor [2007] EWHC 1603 (Comm) (13 July 2007)

Mr Huntington's contract entitled him to 17.5% of the whole LTIP pool (20% of non-investment Adjusted Net Income), not a lesser portion. Imagine's failure to allocate his 2004 LTIP entitlement and exclusion of relevant transactions constituted repudiatory breach. The May 2003 LTIP did not override Mr Huntington's contractual rights unless expressly agreed. Mr Huntington did not lose entitlement to unvested LTIP portions upon termination by reason of breach.

Citation
[2007] EWHC 1603 (Comm)
Parties
Claimant: Brad Scott Huntington; Defendant: Imagine Group Holdings Ltd; Defendant: Imagine Underwriting Ltd
Jurisdiction
England and Wales
Judgment Date
13 July 2007
Procedural Posture
Commercial Court Trial / Final Judgment
Outcome
Judgment for the claimant
Legal Topics
Long Term Incentive Plan, Wrongful Dismissal, Repudiatory Breach, Share Options, Bonus Entitlement
Employment Law Contract Law Company Law Long Term Incentive Plan Wrongful Dismissal Repudiatory Breach Share Options Bonus Entitlement

Case Brief

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Parties

Brad Scott Huntington

Claimant

Imagine Group Holdings Ltd

Defendant

Imagine Underwriting Ltd

Defendant

Procedural Posture

Commercial Court Trial / Final Judgment

Legal Issues

  1. 1 What were the terms of Mr Huntington's LTIP entitlement?
  2. 2 Was Mr Huntington entitled to 17.5% of the whole LTIP pool or a lesser portion?
  3. 3 Were Imagine Group Holdings Ltd and Imagine Underwriting Ltd in repudiatory breach of contract?

Ratio Decidendi

Mr Huntington's contract entitled him to 17.5% of the whole LTIP pool (20% of non-investment Adjusted Net Income), not a lesser portion. Imagine's failure to allocate his 2004 LTIP entitlement and exclusion of relevant transactions constituted repudiatory breach. The May 2003 LTIP did not override Mr Huntington's contractual rights unless expressly agreed. Mr Huntington did not lose entitlement to unvested LTIP portions upon termination by reason of breach.

Court Disposition

Judgment for the claimant

Orders

  • Imagine Group Holdings Ltd to pay Mr Huntington his LTIP entitlement as determined by the contract.
  • Relevant LTIP allocations to include LION and Dan Re transactions.