Pender v Punter Southall Group Limited (Court of Appeal : Appeal (Civil) : Crow, Perry, Wolffe : Companies) [2026] JCA 039 (5 February 2026)

Pender v Punter Southall Group Limited (Court of Appeal : Appeal (Civil) : Crow, Perry, Wolffe : Companies) [2026] JCA 039 (5 February 2026)

The Court of Appeal held that, except for the treatment of the SFA Facility, the Royal Court's evaluative judgment in valuing Mr Pender's shareholding was within the bounds of reasonable disagreement and not plainly wrong. The deduction of £11 million for the SFA Facility was not adequately supported and must be reconsidered by the Royal Court. All other grounds of appeal and the cross-appeal were dismissed. The application to admit fresh evidence was refused as it did not meet the threshold for admission on appeal.

Citation
[2026] JCA 039
Parties
Plaintiff and Respondent: Daniel Pender; Second Defendant and Appellant: Punter Southall Group Limited
Jurisdiction
Jersey
Judgment Date
05 February 2026
Procedural Posture
Civil Appeal / Court of Appeal Judgment on Appeal and Cross Appeal
Outcome
Appeal allowed in part; cross-appeal dismissed.
Legal Topics
Unfair Prejudice, Share Valuation, Remedies for Shareholder Oppression, Appellate Review, Expert Evidence
Company Law Shareholder Disputes Unfair Prejudice Share Valuation Remedies for Shareholder Oppression Appellate Review Expert Evidence

Case Brief

Summary, issues, holding and outcome

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Parties

Daniel Pender

Plaintiff and Respondent

Punter Southall Group Limited

Second Defendant and Appellant

Procedural Posture

Civil Appeal / Court of Appeal Judgment on Appeal and Cross Appeal

Legal Issues

  1. 1 Whether the Royal Court erred in its valuation of the respondent's shareholding following a finding of unfair prejudice under Article 141 of the Companies (Jersey) Law 1991
  2. 2 Whether the Royal Court failed to take into account relevant evidence or misapplied valuation methodology
  3. 3 Whether the deduction of £11 million for the SFA Facility from enterprise value was correct

Ratio Decidendi

The Court of Appeal held that, except for the treatment of the SFA Facility, the Royal Court's evaluative judgment in valuing Mr Pender's shareholding was within the bounds of reasonable disagreement and not plainly wrong. The deduction of £11 million for the SFA Facility was not adequately supported and must be reconsidered by the Royal Court. All other grounds of appeal and the cross-appeal were dismissed. The application to admit fresh evidence was refused as it did not meet the threshold for admission on appeal.

Court Disposition

Appeal allowed in part; cross-appeal dismissed.

Orders

  • PSG's appeal allowed only to the extent that the deduction of £11 million for the SFA Facility is set aside and remitted to the Royal Court for reconsideration.
  • All other grounds of appeal dismissed.