Bishops Wholesale Newsagency Ltd & Ors v Surridge Dawson Ltd

Bishops Wholesale Newsagency Ltd & Ors v Surridge Dawson Ltd

The reduction mechanism in clause 9.3.3 applies only to the profits formula in clause 9.3.2(ii) and not to the RPI formula in clause 9.3.2(i), as explicitly stated in the contract. There is no obvious mistake or absurdity in the language used, and the court must give effect to the natural meaning of the words chosen by the parties.

Parties
Claimant: Bishops Wholesale Newsagency Limited; Claimant: Richard Charles Bryan Long; Claimant: Stephen Frank Roberts; Claimant: Graham Paul Roberts; Defendant: Surridge Dawson Limited
Jurisdiction
England and Wales
Judgment Date
28 October 2009
Procedural Posture
Commercial / Summary Judgment Application
Outcome
Claim succeeds
Legal Topics
Interpretation of Contract Clauses, Shareholders Agreement, Option Pricing, Rectification, Commercial Construction
Contract Law Commercial Law Interpretation of Contract Clauses Shareholders Agreement Option Pricing Rectification Commercial Construction

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Parties

Bishops Wholesale Newsagency Limited

Claimant

Richard Charles Bryan Long

Claimant

Stephen Frank Roberts

Claimant

Graham Paul Roberts

Claimant

Surridge Dawson Limited

Defendant

Procedural Posture

Commercial / Summary Judgment Application

Legal Issues

  1. 1 Whether the reduction mechanism in clause 9.3.3 applies to both price calculation formulas in clause 9.3.2 or only to the profits formula
  2. 2 Proper construction of the Shareholders Agreement's price calculation clause

Ratio Decidendi

The reduction mechanism in clause 9.3.3 applies only to the profits formula in clause 9.3.2(ii) and not to the RPI formula in clause 9.3.2(i), as explicitly stated in the contract. There is no obvious mistake or absurdity in the language used, and the court must give effect to the natural meaning of the words chosen by the parties.

Court Disposition

Claim succeeds

Orders

  • Declaration granted in terms to be agreed or determined by the Court