Saxon Woods Investments Limited v Francesco Costa

Saxon Woods Investments Limited v Francesco Costa

Mr Costa breached Article 6.2 of the SHA and his fiduciary duty under section 172 by deliberately misleading the board and preventing a good faith attempt to achieve an Exit by 31 December 2019. This conduct was objectively dishonest and unfairly prejudicial to SW. The appropriate remedy is an unconditional buy-out order for SW's shares at their pro rata open market value as at 31 December 2019, not subject to hypothetical offer conditions.

Parties
Petitioner/appellant: Saxon Woods Investments Limited; Respondent/appellant: Francesco Costa
Jurisdiction
England and Wales
Judgment Date
06 September 2025
Procedural Posture
Civil Appeal / Court of Appeal Judgment on Appeals From High Court Decision
Outcome
Appeal allowed; judge's order set aside; unconditional buy-out order granted.
Legal Topics
Unfair Prejudice, Shareholder Rights, Director Duties, Remedies Under Companies Act, Interpretation of Shareholders Agreement
Company Law Contract Law Fiduciary Duties Unfair Prejudice Shareholder Rights Director Duties Remedies Under Companies Act Interpretation of Shareholders Agreement

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Parties

Saxon Woods Investments Limited

Petitioner/appellant

Francesco Costa

Respondent/appellant

Procedural Posture

Civil Appeal / Court of Appeal Judgment on Appeals From High Court Decision

Legal Issues

  1. 1 Whether Mr Costa breached Article 6.2 of the Shareholders Agreement by failing to work in good faith towards an Exit by 31 December 2019
  2. 2 Whether Mr Costa breached his fiduciary duty under section 172 of the Companies Act 2006
  3. 3 Whether the conduct amounted to unfair prejudice under section 994

Ratio Decidendi

Mr Costa breached Article 6.2 of the SHA and his fiduciary duty under section 172 by deliberately misleading the board and preventing a good faith attempt to achieve an Exit by 31 December 2019. This conduct was objectively dishonest and unfairly prejudicial to SW. The appropriate remedy is an unconditional buy-out order for SW's shares at their pro rata open market value as at 31 December 2019, not subject to hypothetical offer conditions.

Court Disposition

Appeal allowed; judge's order set aside; unconditional buy-out order granted.

Orders

  • Mr Costa to buy SW's shares in Spring Media Investments Limited at a pro rata proportion of the open market value as at 31 December 2019, to be determined by the High Court after expert evidence.
  • No condition based on hypothetical offers or minimum price threshold.