Keisner v Terrus Group Ltd

Keisner v Terrus Group Ltd

Mr Keisner failed to establish actionable breaches of the share sale agreement beyond nominal damages for late delivery of accounts and temporary exclusion as director. Specific performance was refused due to lack of ongoing risk and impracticality of court supervision. The counterclaim for breach of fiduciary duty failed as duties did not survive resignation and losses were reflective. ETG's claim against BUL was dismissed as only ESSL could sue for the alleged losses, and BUL had no actionable control over Baris. The supply agreement was not contractually binding.

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
Civil / Final Judgment
Outcome
Claim dismissed except for nominal damages; counterclaim dismissed.
Legal Topics
Share Sale Agreement, Fiduciary Duties, Specific Performance, Counterclaim, Shareholders Agreement, Deferred Consideration, Management Charges, Director Removal
Contract Law Company Law Share Sale Agreement Fiduciary Duties Specific Performance Counterclaim Shareholders Agreement Deferred Consideration +2 more

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Parties

Michael Anthony Keisner

Claimant

Terrus Group Limited

Defendant

Evolution Trading Group Limited

Claimant

Baris UK Limited

Defendant

Procedural Posture

Civil / Final Judgment

Legal Issues

  1. 1 Breach of share sale agreement
  2. 2 Entitlement to deferred consideration
  3. 3 Validity of director removal

Ratio Decidendi

Mr Keisner failed to establish actionable breaches of the share sale agreement beyond nominal damages for late delivery of accounts and temporary exclusion as director. Specific performance was refused due to lack of ongoing risk and impracticality of court supervision. The counterclaim for breach of fiduciary duty failed as duties did not survive resignation and losses were reflective. ETG's claim against BUL was dismissed as only ESSL could sue for the alleged losses, and BUL had no actionable control over Baris. The supply agreement was not contractually binding.

Court Disposition

Claim dismissed except for nominal damages; counterclaim dismissed.

Orders

  • Nominal damages awarded to Mr Keisner for late delivery of accounts and exclusion as director.
  • Specific performance refused.