Cobden Investments Ltd v RWM Langport Ltd & Ors

Cobden Investments Ltd v RWM Langport Ltd & Ors

The court has discretion to admit further evidence post-judgment to ensure a fair and proportionate share valuation and compensation for unfair prejudice, but will do so cautiously and only where it furthers the overriding objective. Adjustments to valuation and compensation are allowed for specific items (electricity charges, effluent costs, licence fees, procurement fees, rent reviews, surplus assets) based on expert evidence, with set-offs for employment cost recharges. The court directs experts to update figures and valuations as at 31 December 2008, and allows further evidence where necessary to achieve fairness.

Parties
Petitioner: Cobden Investments Limited; Respondent: RWM Langport Ltd; Respondent: Southern Counties Fresh Foods Limited; Respondent: Romford Wholesale Meats Limited
Jurisdiction
England and Wales
Judgment Date
17 June 2009
Procedural Posture
Unfair Prejudice Petition / Post Judgment Orders and Directions
Outcome
Further directions issued; share purchase order confirmed; experts to update valuations and compensation adjustments as directed.
Legal Topics
Unfair Prejudice, Share Valuation, Compensation, Fiduciary Duties, Financial Adjustments, Expert Evidence, Rent Review, Supply Agreement, Procurement Fees, Surplus Assets
Company Law Equity Unfair Prejudice Share Valuation Compensation Fiduciary Duties Financial Adjustments Expert Evidence +4 more

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Parties

Cobden Investments Limited

Petitioner

RWM Langport Ltd

Respondent

Southern Counties Fresh Foods Limited

Respondent

Romford Wholesale Meats Limited

Respondent

Procedural Posture

Unfair Prejudice Petition / Post Judgment Orders and Directions

Legal Issues

  1. 1 Whether further evidence should be admitted post-judgment for share valuation and compensation adjustments
  2. 2 How compensation and financial adjustments should be calculated for past unfair prejudice
  3. 3 How maintainable earnings and asset values should be determined for share purchase order

Ratio Decidendi

The court has discretion to admit further evidence post-judgment to ensure a fair and proportionate share valuation and compensation for unfair prejudice, but will do so cautiously and only where it furthers the overriding objective. Adjustments to valuation and compensation are allowed for specific items (electricity charges, effluent costs, licence fees, procurement fees, rent reviews, surplus assets) based on expert evidence, with set-offs for employment cost recharges. The court directs experts to update figures and valuations as at 31 December 2008, and allows further evidence where necessary to achieve fairness.

Court Disposition

Further directions issued; share purchase order confirmed; experts to update valuations and compensation adjustments as directed.

Orders

  • RWM to purchase CIL’s shares in SCFF at valuation date 31 December 2008.
  • Experts to update valuations and adjust for factual findings and new evidence as permitted.