Cheverny Consulting Ltd v Whitehead Mann Ltd [2005] EWHC 2431 (Ch) (08 November 2005)

Cheverny Consulting Ltd v Whitehead Mann Ltd [2005] EWHC 2431 (Ch) (08 November 2005)

The side letter was not signed by the defendant's authorised representative and was not incorporated into the consultancy contract. The entire agreement clause in the consultancy contract excluded any such side letter. Therefore, only non-French business counted towards 'Source of Business' for share entitlement, and the claimant was not entitled to shares.

Citation
[2005] EWHC 2431 (Ch)
Parties
Claimant: Cheverny Consulting Limited; Defendant: Whitehead Mann Ltd
Jurisdiction
England and Wales
Judgment Date
08 November 2005
Procedural Posture
Commercial Contract Dispute / High Court Trial Judgment
Outcome
Claim dismissed
Legal Topics
Earn Out Agreements, Share Consideration, Entire Agreement Clauses, Side Letters, Interpretation of Contracts
Contract Law Commercial Law Earn Out Agreements Share Consideration Entire Agreement Clauses Side Letters Interpretation of Contracts

Case Brief

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Parties

Cheverny Consulting Limited

Claimant

Whitehead Mann Ltd

Defendant

Procedural Posture

Commercial Contract Dispute / High Court Trial Judgment

Legal Issues

  1. 1 Whether the consultancy contract was modified by a side letter to include French business in the calculation of 'Source of Business' for share entitlement
  2. 2 Whether the side letter formed part of the binding contractual arrangements

Ratio Decidendi

The side letter was not signed by the defendant's authorised representative and was not incorporated into the consultancy contract. The entire agreement clause in the consultancy contract excluded any such side letter. Therefore, only non-French business counted towards 'Source of Business' for share entitlement, and the claimant was not entitled to shares.

Court Disposition

Claim dismissed

Orders

  • No shares to be issued to the claimant under the consultancy contract
  • Costs to be determined