Wright v Michael Wright (Supplies) Ltd & Anor

Wright v Michael Wright (Supplies) Ltd & Anor

The share sale agreement unambiguously set the consideration at £1,775,000, not £1,305,000. TWI failed to pay at least £87,515 of the agreed consideration, entitling CW to the return of MWS’s shares. CW was engaged as a consultant by MWS and is entitled to a lump sum of £100,000 for unpaid consultancy fees for the period 2006–2009.

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 / Judgment After Trial on Consolidated Claims and Counterclaims
Outcome
Judgment for the claimant on all principal claims; counterclaims dismissed.
Legal Topics
Share Sale Agreements, Consultancy Agreements, Directors' Duties, Company Shares Transfer, Contractual Interpretation
Contract Law Company Law Commercial Law Share Sale Agreements Consultancy Agreements Directors' Duties Company Shares Transfer Contractual Interpretation

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Parties

Colin Wright

Claimant

Michael Wright (Supplies) Limited

Defendant

Turner Wright & Co Limited

Defendant

Procedural Posture

Civil / Judgment After Trial on Consolidated Claims and Counterclaims

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 consultancy fees?

Ratio Decidendi

The share sale agreement unambiguously set the consideration at £1,775,000, not £1,305,000. TWI failed to pay at least £87,515 of the agreed consideration, entitling CW to the return of MWS’s shares. CW was engaged as a consultant by MWS and is entitled to a lump sum of £100,000 for unpaid consultancy fees for the period 2006–2009.

Court Disposition

Judgment for the claimant on all principal claims; counterclaims dismissed.

Orders

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