Axon Well Intervention Products Holdings v Craig [2015] ScotCS CSOH_4 (16 January 2015)

Axon Well Intervention Products Holdings v Craig [2015] ScotCS CSOH_4 (16 January 2015)

The pursuer's averments are relevant and suitable for inquiry; the Panatown exception may permit recovery of FZE's losses by the pursuer, as FZE has no direct contractual remedy and alternative remedies are not clearly established. Clause 15.4 of the Shareholders' Agreement does not apply to the present claim, which is based solely on breach of s7.2 of the AEPA, not breach of clause 15.1 or 15.2.

Citation
[2015] ScotCS CSOH_4
Parties
Pursuer: Axon Well Intervention Products Holdings AS; Defender: Michael Craig
Jurisdiction
Scotland
Judgment Date
16 January 2015
Procedural Posture
Commercial Action for Damages for Breach of Contract / Debate on Relevancy and Further Procedure
Outcome
Case put out By Order for discussion of interlocutor, further procedure, and expenses; defender's fifth plea-in-law repelled.
Legal Topics
Breach of Contract, Recovery of Third Party Losses, Restrictive Covenants, Liquidated Damages, Shareholders' Agreements, Assignment of Contractual Rights
Contract Law Company Law Commercial Law Breach of Contract Recovery of Third Party Losses Restrictive Covenants Liquidated Damages Shareholders' Agreements +1 more

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Parties

Axon Well Intervention Products Holdings AS

Pursuer

Michael Craig

Defender

Procedural Posture

Commercial Action for Damages for Breach of Contract / Debate on Relevancy and Further Procedure

Legal Issues

  1. 1 Whether pursuer can recover losses suffered by its subsidiary (FZE) under the Panatown exception
  2. 2 Whether damages claimed must be reduced by 'bad leaver' discount under Shareholders' Agreement

Ratio Decidendi

The pursuer's averments are relevant and suitable for inquiry; the Panatown exception may permit recovery of FZE's losses by the pursuer, as FZE has no direct contractual remedy and alternative remedies are not clearly established. Clause 15.4 of the Shareholders' Agreement does not apply to the present claim, which is based solely on breach of s7.2 of the AEPA, not breach of clause 15.1 or 15.2.

Court Disposition

Case put out By Order for discussion of interlocutor, further procedure, and expenses; defender's fifth plea-in-law repelled.

Orders

  • Case to be put out By Order to discuss terms of interlocutor, further procedure, and expenses.
  • Defender's fifth plea-in-law (deduction of US$450,000 under clause 15.4) repelled.