O'Brien & Anor v TTT Moneycorp Ltd

O'Brien & Anor v TTT Moneycorp Ltd

Compliance with paragraph 5 of part 1 of Schedule 9 of the SPA is a condition precedent to referring disputes to expert determination. There are factual disputes as to whether there has been compliance, making summary judgment inappropriate. Interim injunctive relief restraining the expert determination process is justified pending trial, but a mandatory order for disclosure is not granted at this stage.

Parties
Claimant: Christopher O’Brien; Claimant: Lisa O’Brien; Defendant: TTT Moneycorp Limited
Jurisdiction
England and Wales
Judgment Date
21 June 2019
Procedural Posture
Commercial Court Application (interim Injunction and Summary Judgment) / Ruling on Interim Injunction and Cross Summary Judgment Applications
Outcome
Declaration granted that paragraph 5 compliance is a condition precedent; summary judgment refused for both parties; interim injunction (if necessary) restraining expert determination granted; mandatory disclosure order refused.
Legal Topics
Condition Precedent, Expert Determination, Summary Judgment, Interim Injunction, Share Purchase Agreement, Disclosure Obligations
Contract Law Civil Procedure Condition Precedent Expert Determination Summary Judgment Interim Injunction Share Purchase Agreement Disclosure Obligations

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Parties

Christopher O’Brien

Claimant

Lisa O’Brien

Claimant

TTT Moneycorp Limited

Defendant

Procedural Posture

Commercial Court Application (interim Injunction and Summary Judgment) / Ruling on Interim Injunction and Cross Summary Judgment Applications

Legal Issues

  1. 1 Whether compliance with paragraph 5 of part 1 of Schedule 9 of the SPA is a condition precedent to expert determination
  2. 2 Whether there has been compliance with the disclosure obligations under paragraph 5
  3. 3 Whether summary judgment is appropriate on the facts

Ratio Decidendi

Compliance with paragraph 5 of part 1 of Schedule 9 of the SPA is a condition precedent to referring disputes to expert determination. There are factual disputes as to whether there has been compliance, making summary judgment inappropriate. Interim injunctive relief restraining the expert determination process is justified pending trial, but a mandatory order for disclosure is not granted at this stage.

Court Disposition

Declaration granted that paragraph 5 compliance is a condition precedent; summary judgment refused for both parties; interim injunction (if necessary) restraining expert determination granted; mandatory disclosure order refused.

Orders

  • Declaration that paragraph 5 of part 1 of Schedule 9 is a condition precedent to expert determination
  • Refusal of summary judgment for both parties on compliance