Huntington v Imagine Group Holdings Ltd & Anor

Huntington v Imagine Group Holdings Ltd & Anor

The May 2003 LTIP, as agreed between Mr Huntington and Imagine, governed Mr Huntington’s entitlement to participate in the LTIP, thereby varying his original contract. Under the May LTIP, Mr Huntington was entitled to 17.5% of the total LTIP pool. The LION and Dan Re transactions did not fall within the contractual definition of 'finite risk insurance and reinsurance business' and were properly excluded from the 2004 LTIP. Accordingly, the Defendants were not in repudiatory breach of contract by excluding these transactions or by their conduct regarding the LTIP allocation.

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
Civil (employment/contract) / Judgment After Trial of Agreed Issues
Outcome
Claim dismissed on the principal issues; Defendants not in repudiatory breach; Mr Huntington’s entitlement governed by the May 2003 LTIP as varied.
Legal Topics
Long Term Incentive Plans (ltip), Variation of Contract, Repudiatory Breach, Shareholder/executive Compensation, Interpretation of Employment Contracts
Employment Law Contract Law Company Law Long Term Incentive Plans (ltip) Variation of Contract Repudiatory Breach Shareholder/executive Compensation Interpretation of Employment Contracts

Case Brief

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Parties

Brad Scott Huntington

Claimant

Imagine Group Holdings Ltd

Defendant

Imagine Underwriting Ltd

Defendant

Procedural Posture

Civil (employment/contract) / Judgment After Trial of Agreed Issues

Legal Issues

  1. 1 What were the terms of Mr Huntington’s entitlement to participate in the LTIP?
  2. 2 Was the contract varied by the May 2003 LTIP?
  3. 3 Was Mr Huntington entitled to 17.5% of the total LTIP pool?

Ratio Decidendi

The May 2003 LTIP, as agreed between Mr Huntington and Imagine, governed Mr Huntington’s entitlement to participate in the LTIP, thereby varying his original contract. Under the May LTIP, Mr Huntington was entitled to 17.5% of the total LTIP pool. The LION and Dan Re transactions did not fall within the contractual definition of 'finite risk insurance and reinsurance business' and were properly excluded from the 2004 LTIP. Accordingly, the Defendants were not in repudiatory breach of contract by excluding these transactions or by their conduct regarding the LTIP allocation.

Court Disposition

Claim dismissed on the principal issues; Defendants not in repudiatory breach; Mr Huntington’s entitlement governed by the May 2003 LTIP as varied.

Orders

  • Declaration that Mr Huntington’s LTIP entitlement is governed by the May 2003 LTIP as a variation of his contract.
  • Declaration that the LION and Dan Re transactions were properly excluded from the 2004 LTIP.