Keisner v Terrus Group Ltd [2006] EWHC 2765 (Ch) (07 November 2006)

Keisner v Terrus Group Ltd [2006] EWHC 2765 (Ch) (07 November 2006)

The court found that Terrus Group Limited breached the share sale agreement by failing to pay deferred consideration into the designated deposit account as required, by making unauthorized withdrawals, and by including management charges and set-offs not agreed by all directors. The court also found that Mr Keisner was improperly excluded from his directorship and denied access to information. The breaches entitled Mr Keisner to specific performance of the agreement, restoration of withdrawn sums, and injunctive relief to prevent further breaches.

Citation
[2006] EWHC 2765 (Ch)
Parties
Claimant: Michael Anthony Keisner; Defendant: Terrus Group Limited; Claimant: Evolution Trading Group Limited; Defendant: Baris UK Limited
Jurisdiction
England and Wales
Judgment Date
07 November 2006
Procedural Posture
Commercial/contractual Dispute / High Court Trial and Judgment
Outcome
Claim allowed in substantial part
Legal Topics
Share Sale Agreement, Deferred Consideration, Director's Duties, Specific Performance, Breach of Contract, Injunctions
Contract Law Company Law Share Sale Agreement Deferred Consideration Director's Duties Specific Performance Breach of Contract Injunctions

Case Brief

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Parties

Michael Anthony Keisner

Claimant

Terrus Group Limited

Defendant

Evolution Trading Group Limited

Claimant

Baris UK Limited

Defendant

Procedural Posture

Commercial/contractual Dispute / High Court Trial and Judgment

Legal Issues

  1. 1 Whether Terrus Group Limited breached the share sale agreement with Mr Keisner regarding deferred consideration and related obligations
  2. 2 Whether Mr Keisner was wrongfully excluded as a director and denied access to information
  3. 3 Whether the calculation and payment of deferred consideration was manipulated or breached by improper charges and withdrawals

Ratio Decidendi

The court found that Terrus Group Limited breached the share sale agreement by failing to pay deferred consideration into the designated deposit account as required, by making unauthorized withdrawals, and by including management charges and set-offs not agreed by all directors. The court also found that Mr Keisner was improperly excluded from his directorship and denied access to information. The breaches entitled Mr Keisner to specific performance of the agreement, restoration of withdrawn sums, and injunctive relief to prevent further breaches.

Court Disposition

Claim allowed in substantial part

Orders

  • Specific performance of the share sale agreement requiring payment of deferred consideration into the designated deposit account
  • Restoration of any sums withdrawn from the deposit account without consent