Bright Asset Ltd v Lewis

Bright Asset Ltd v Lewis

The consultancy agreement was not limited to debt of Hi-Gear Leisure plc but extended to debt of a successor company (Cool Brands Ltd) as part of the commercial objective to secure Mr Lewis's continued interest in the business. The term 'debt' in the agreement included both the invoice discounting facility and the deferred purchase price, and there was no double counting. Success fees were properly calculated on all three components: the CPL loan, the deferred purchase price, and the IDF.

Parties
Respondent: Bright Asset Limited; Appellant: Simon Lewis
Jurisdiction
England and Wales
Judgment Date
17 February 2011
Procedural Posture
Civil Appeal / Judgment on Appeal
Outcome
Appeal dismissed
Legal Topics
Interpretation of Consultancy Agreements, Success Fees, Debt Definition, Invoice Discounting Facility, Deferred Purchase Price
Contract Law Commercial Law Interpretation of Consultancy Agreements Success Fees Debt Definition Invoice Discounting Facility Deferred Purchase Price

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Parties

Bright Asset Limited

Respondent

Simon Lewis

Appellant

Procedural Posture

Civil Appeal / Judgment on Appeal

Legal Issues

  1. 1 Whether success fees under the consultancy agreement were payable on debt committed to a successor company (Cool Brands Ltd) as well as Hi-Gear Leisure plc
  2. 2 Whether an invoice discounting facility constitutes 'debt' under the agreement
  3. 3 Whether deferred purchase price constitutes 'debt' under the agreement

Ratio Decidendi

The consultancy agreement was not limited to debt of Hi-Gear Leisure plc but extended to debt of a successor company (Cool Brands Ltd) as part of the commercial objective to secure Mr Lewis's continued interest in the business. The term 'debt' in the agreement included both the invoice discounting facility and the deferred purchase price, and there was no double counting. Success fees were properly calculated on all three components: the CPL loan, the deferred purchase price, and the IDF.

Court Disposition

Appeal dismissed

Orders

  • Judgment for Bright Asset Limited in the sum of £51,112.50 plus interest and costs