Zedra Trust Company (Jersey) Ltd & Anor v The Hut Group Ltd

Zedra Trust Company (Jersey) Ltd & Anor v The Hut Group Ltd

A term is to be implied in the SPA requiring the Defendant to provide the Claimants with a full and unredacted copy of any report or document containing a determination made by EY pursuant to paragraph 4.1 or 4.2, as this is necessary for the review mechanism to operate effectively and is sufficiently obvious to go without saying.

Parties
Claimant: Zedra Trust Company (Jersey) Limited; Claimant: Oliver Nobahar-Cookson; Defendant: The Hut Group Limited
Jurisdiction
England and Wales
Judgment Date
21 August 2019
Procedural Posture
Commercial / Judgment
Outcome
Declaration granted in favour of the Claimants; term implied in SPA requiring provision of full EY report.
Legal Topics
Implied Terms, Agency, Expert Determination, Sale and Purchase Agreement
Contract Law Commercial Law Implied Terms Agency Expert Determination Sale and Purchase Agreement

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Parties

Zedra Trust Company (Jersey) Limited

Claimant

Oliver Nobahar-Cookson

Claimant

The Hut Group Limited

Defendant

Procedural Posture

Commercial / Judgment

Legal Issues

  1. 1 Whether the Defendant acted as agent for the Claimants in engaging EY
  2. 2 Whether a term is to be implied in the SPA requiring the Defendant to provide the Claimants with a full copy of the EY report and related documents

Ratio Decidendi

A term is to be implied in the SPA requiring the Defendant to provide the Claimants with a full and unredacted copy of any report or document containing a determination made by EY pursuant to paragraph 4.1 or 4.2, as this is necessary for the review mechanism to operate effectively and is sufficiently obvious to go without saying.

Court Disposition

Declaration granted in favour of the Claimants; term implied in SPA requiring provision of full EY report.

Orders

  • Defendant to provide Claimants with a full and unredacted copy of any report or document containing a determination made by EY pursuant to paragraph 4.1 or 4.2 of the SPA.