UTB LLC v Sheffield United Ltd & Ors [2019] EWHC 2322 (Ch) (16 September 2019)

UTB LLC v Sheffield United Ltd & Ors [2019] EWHC 2322 (Ch) (16 September 2019)

The contract for sale and purchase of SUL's shares for £5 million, arising from the call option and counternotice, is valid and enforceable. There was no repudiatory breach by UTB. SUL's purported termination was ineffective. The conduct of UTB, Prince Abdullah, and Mr Giansiracusa was not unfairly prejudicial under s.994 Companies Act 2006. Specific performance is ordered for SUL to sell its shares to UTB at the agreed price.

Citation
[2019] EWHC 2322 (Ch)
Parties
Claimant/respondent: UTB LLC; Defendant/petitioner: Sheffield United Limited; Defendant/respondent: HRH Prince Abdullah bin Mosaad bin Abdulaziz Al Saud; Defendant/respondent: Yusuf Giansiracusa; Respondent: UTB 2018 LLC; Respondent: HRH Prince Musa'ad bin Khalid M bin Abdulrahman Al Saud; Respondent: Blades Leisure Limited
Jurisdiction
England and Wales
Judgment Date
16 September 2019
Procedural Posture
Company/shareholder Dispute; Petition Under S.994 Companies Act 2006 / High Court Trial Judgment
Outcome
Claim allowed in part; counterclaim and petition dismissed
Legal Topics
Shareholder Disputes, Unfair Prejudice, Specific Performance, Breach of Contract, Conspiracy, Implied Terms, Repudiatory Breach, Corporate Governance
Company Law Contract Law Equity Insolvency Shareholder Disputes Unfair Prejudice Specific Performance Breach of Contract +4 more

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Parties

UTB LLC

Claimant/respondent

Sheffield United Limited

Defendant/petitioner

HRH Prince Abdullah bin Mosaad bin Abdulaziz Al Saud

Defendant/respondent

Yusuf Giansiracusa

Defendant/respondent

UTB 2018 LLC

Respondent

HRH Prince Musa'ad bin Khalid M bin Abdulrahman Al Saud

Respondent

Blades Leisure Limited

Respondent

Procedural Posture

Company/shareholder Dispute; Petition Under S.994 Companies Act 2006 / High Court Trial Judgment

Legal Issues

  1. 1 Is the contract for sale and purchase of SUL's shares for £5 million valid and enforceable?
  2. 2 Did UTB act in breach of contract, including breach of implied term of good faith and preventing SUFC from exercising property call options?
  3. 3 Was any breach of contract repudiatory, and were the ISA or the contract of sale and purchase terminated by SUL?

Ratio Decidendi

The contract for sale and purchase of SUL's shares for £5 million, arising from the call option and counternotice, is valid and enforceable. There was no repudiatory breach by UTB. SUL's purported termination was ineffective. The conduct of UTB, Prince Abdullah, and Mr Giansiracusa was not unfairly prejudicial under s.994 Companies Act 2006. Specific performance is ordered for SUL to sell its shares to UTB at the agreed price.

Court Disposition

Claim allowed in part; counterclaim and petition dismissed

Orders

  • Specific performance: SUL to sell its shares in Blades to UTB for £5 million.
  • Petition under s.994 Companies Act 2006 dismissed.