Liddle & Ors v Liddle & Ors

Liddle & Ors v Liddle & Ors

The obligation to pay the purchase price under clause 13 of the partnership agreement did not arise until the price was ascertained by the contractual machinery. The acceleration clause could not operate before ascertainment. The price was ascertained on the date the accountants produced the final accounts (28 June 2017), not when the parties later agreed to them. Instalments and acceleration applied from that date.

Parties
Appellant: Robert Alan Liddle; Represented Party: Mary Liddle; Appellant: Martin Philip Liddle; Appellant: Andrew Steven Liddle; Respondent: Stuart David Liddle; Respondent: Joyce Rosanne Liddle
Jurisdiction
England and Wales
Judgment Date
07 March 2019
Procedural Posture
Civil Appeal / Judgment on Appeal From High Court
Outcome
Appeal dismissed in part, allowed in part
Legal Topics
Construction of Partnership Agreement, Payment Obligations Under Partnership Dissolution, Acceleration Clauses, Liquidation of Sums
Contract Law Partnership Law Construction of Partnership Agreement Payment Obligations Under Partnership Dissolution Acceleration Clauses Liquidation of Sums

Case Brief

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Parties

Robert Alan Liddle

Appellant

Mary Liddle

Represented Party

Martin Philip Liddle

Appellant

Andrew Steven Liddle

Appellant

Stuart David Liddle

Respondent

Joyce Rosanne Liddle

Respondent

Procedural Posture

Civil Appeal / Judgment on Appeal From High Court

Legal Issues

  1. 1 Whether payment of the purchase price under clause 13 of the partnership agreement was due before ascertainment of the price
  2. 2 Whether the acceleration clause applied before the price was ascertained
  3. 3 When the purchase price was ascertained for the purposes of payment and acceleration

Ratio Decidendi

The obligation to pay the purchase price under clause 13 of the partnership agreement did not arise until the price was ascertained by the contractual machinery. The acceleration clause could not operate before ascertainment. The price was ascertained on the date the accountants produced the final accounts (28 June 2017), not when the parties later agreed to them. Instalments and acceleration applied from that date.

Court Disposition

Appeal dismissed in part, allowed in part

Orders

  • Ground 1 of the appeal dismissed
  • Ground 2 of the appeal allowed with the date revised to 28/06/17