Wright v Michael Wright (Supplies) Ltd & Anor [2012] EWHC 219 (QB) (10 February 2011)

Wright v Michael Wright (Supplies) Ltd & Anor [2012] EWHC 219 (QB) (10 February 2011)

The court found that the share sale agreement was not ambiguous and that the consideration was £1,775,000. TWI had not paid the full amount, with at least £87,515 outstanding. CW was entitled to the return of the shares in MWS. The court also found that CW was engaged as a consultant and was entitled to a further £100,000 in consultancy fees for the period 2006-2009.

Citation
[2012] EWHC 219 (QB)
Parties
Claimant: Colin Wright; Defendant: Michael Wright (Supplies) Limited; Defendant: Turner Wright & Co Limited
Jurisdiction
England and Wales
Judgment Date
10 February 2011
Procedural Posture
Civil / Final Judgment After Trial on Documents
Outcome
Judgment for the claimant in part; orders for transfer of shares and payment of sums due; counterclaims dismissed.
Legal Topics
Share Sale Agreement, Consultancy Fees, Breach of Contract, Restitution, Corporate Governance
Contract Law Company Law Share Sale Agreement Consultancy Fees Breach of Contract Restitution Corporate Governance

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Parties

Colin Wright

Claimant

Michael Wright (Supplies) Limited

Defendant

Turner Wright & Co Limited

Defendant

Procedural Posture

Civil / Final Judgment After Trial on Documents

Legal Issues

  1. 1 What was the consideration payable for MWS by TWI and how should it have been paid?
  2. 2 Has TWI made full payment of that consideration to MW?
  3. 3 Was CW engaged to work for MWS as a consultant between 2004 and 2009 and is he entitled to fees?

Ratio Decidendi

The court found that the share sale agreement was not ambiguous and that the consideration was £1,775,000. TWI had not paid the full amount, with at least £87,515 outstanding. CW was entitled to the return of the shares in MWS. The court also found that CW was engaged as a consultant and was entitled to a further £100,000 in consultancy fees for the period 2006-2009.

Court Disposition

Judgment for the claimant in part; orders for transfer of shares and payment of sums due; counterclaims dismissed.

Orders

  • NT and TWI to take all necessary steps to transfer all MWS shares to CW.
  • NT and MWS to take all necessary steps to enable MWS to re-register all shares in CW's name.