Great Hill Equity Partners II LP v Novator One LP & Ors

Great Hill Equity Partners II LP v Novator One LP & Ors

Clause 6.5(b) of the option deed conferred only an inchoate right to participate in new shareholder loans or share issues, which would be perfected only if GHP exercised the option. Since the Florissant bid failed and the option was not exercised, GHP acquired no such rights. The clause was not intended to confer immediate or evergreen rights independent of the option's exercise.

Parties
Claimant: Great Hill Equity Partners II LP; Defendant: Novator One LP; Defendant: KRC Communications Holdings NV; Defendant: Beleggingsmaatschappij Florissant NV; Defendant: Kenn Robson; Defendant: Andrin Bachman
Jurisdiction
England and Wales
Judgment Date
22 May 2007
Procedural Posture
Commercial Contractual Dispute / Judgment After Trial
Outcome
Claim dismissed
Legal Topics
Interpretation of Contracts, Pre Emption Rights, Shareholder Agreements, Anti Dilution Provisions, Admissibility of Pre Contract Negotiations
Contract Law Commercial Law Interpretation of Contracts Pre Emption Rights Shareholder Agreements Anti Dilution Provisions Admissibility of Pre Contract Negotiations

Case Brief

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Parties

Great Hill Equity Partners II LP

Claimant

Novator One LP

Defendant

KRC Communications Holdings NV

Defendant

Beleggingsmaatschappij Florissant NV

Defendant

Kenn Robson

Defendant

Andrin Bachman

Defendant

Procedural Posture

Commercial Contractual Dispute / Judgment After Trial

Legal Issues

  1. 1 Whether clause 6.5(b) of the option deed conferred immediate rights to participate in new shareholder loans or share issues, or whether such rights were conditional on the exercise of the option
  2. 2 Whether pre-contract negotiations and draft agreements are admissible in interpreting the contract

Ratio Decidendi

Clause 6.5(b) of the option deed conferred only an inchoate right to participate in new shareholder loans or share issues, which would be perfected only if GHP exercised the option. Since the Florissant bid failed and the option was not exercised, GHP acquired no such rights. The clause was not intended to confer immediate or evergreen rights independent of the option's exercise.

Court Disposition

Claim dismissed

Orders

  • GHP's claim is dismissed.