UTB LLC v Sheffield United Ltd & Ors

UTB LLC v Sheffield United Ltd & Ors

Blades was not a quasi-partnership and the ISA did not contain an implied term of good faith. UTB's scheme to avoid clause 9.1.12 was ineffective; upon completion of the contract of sale and purchase, UTB would have acquired 75% or more of Blades and been obliged to cause SUFC to exercise the property call options. SUL's mistake did not void the contract. UTB's anticipatory breach of the ISA was repudiatory but did not terminate the contract of sale and purchase. No unfair prejudice or conspiracy was established. Specific performance of the contract of sale and purchase was ordered; SUL must sell its shares to UTB for £5 million and SUFC must acquire the property assets under the call...

Parties
Claimant/respondent: UTB LLC; Defendant/petitioner: Sheffield United Limited (SUL); Third Party/respondent: HRH Prince Abdullah bin Mosaad bin Abdulaziz Al Saud; Fourth Party/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
Commercial/shareholder Dispute / Final Judgment After Full Trial
Outcome
Specific performance granted; SUL to sell its shares in Blades to UTB for £5 million; property call options to be exercised by SUFC.
Legal Topics
Shareholder Disputes, Unfair Prejudice Petition, Specific Performance, Breach of Contract, Conspiracy, Implied Terms, Quasi Partnership, Mistake
Company Law Contract Law Equity Shareholder Disputes Unfair Prejudice Petition Specific Performance Breach of Contract Conspiracy +3 more

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Parties

UTB LLC

Claimant/respondent

Sheffield United Limited (SUL)

Defendant/petitioner

HRH Prince Abdullah bin Mosaad bin Abdulaziz Al Saud

Third Party/respondent

Yusuf Giansiracusa

Fourth Party/respondent

UTB 2018 LLC

Respondent

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

Respondent

Blades Leisure Limited

Respondent

Procedural Posture

Commercial/shareholder Dispute / Final Judgment After Full Trial

Legal Issues

  1. 1 Whether Blades was a quasi-partnership giving rise to equitable obligations of good faith between shareholders
  2. 2 Whether the Investment and Shareholders Agreement (ISA) contained implied terms of good faith or other implied terms alleged by SUL
  3. 3 Whether UTB's scheme to avoid triggering property call options under clause 9.1.12 of the ISA was effective

Ratio Decidendi

Blades was not a quasi-partnership and the ISA did not contain an implied term of good faith. UTB's scheme to avoid clause 9.1.12 was ineffective; upon completion of the contract of sale and purchase, UTB would have acquired 75% or more of Blades and been obliged to cause SUFC to exercise the property call options. SUL's mistake did not void the contract. UTB's anticipatory breach of the ISA was repudiatory but did not terminate the contract of sale and purchase. No unfair prejudice or conspiracy was established. Specific performance of the contract of sale and purchase was ordered; SUL must sell its shares to UTB for £5 million and SUFC must acquire the property assets under the call...

Court Disposition

Specific performance granted; SUL to sell its shares in Blades to UTB for £5 million; property call options to be exercised by SUFC.

Orders

  • SUL to complete sale of its shares in Blades to UTB for £5 million
  • SUFC to acquire property assets under exercised property call options