KEIRON DAVID PATERSON AGAINST ANGELLINE (SCOTLAND) LTD [2022] ScotCS CSIH_33 (21 July 2022)

KEIRON DAVID PATERSON AGAINST ANGELLINE (SCOTLAND) LTD [2022] ScotCS CSIH_33 (21 July 2022)

The SPA was unambiguous in referring only to KPL's assets for the IDC adjustment. There was no basis for implying a term or rectifying the contract, as the contract was effective as drafted and there was no objective evidence of a continuing common intention to include ADHL's assets after the tracked changes were made and executed.

Citation
[2022] ScotCS CSIH_33
Parties
Pursuer and Respondent: Keiron David Paterson; Defenders and Reclaimers: Angelline (Scotland) Limited
Jurisdiction
Scotland
Judgment Date
21 July 2022
Procedural Posture
Commercial Action (contract Dispute) / Appeal (reclaiming Motion) From Commercial Judge's Interlocutor Allowing Proof Before Answer and Dismissing Counterclaim
Outcome
Appeal allowed. Action dismissed. Counterclaim upheld.
Legal Topics
Contract Interpretation, Implied Terms, Rectification, Share Purchase Agreement, Adjustment of Consideration
Contract Law Commercial Law Contract Interpretation Implied Terms Rectification Share Purchase Agreement Adjustment of Consideration

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Parties

Keiron David Paterson

Pursuer and Respondent

Angelline (Scotland) Limited

Defenders and Reclaimers

Procedural Posture

Commercial Action (contract Dispute) / Appeal (reclaiming Motion) From Commercial Judge's Interlocutor Allowing Proof Before Answer and Dismissing Counterclaim

Legal Issues

  1. 1 Whether the share purchase agreement (SPA) required the inclusion of net current assets of both KPL and ADHL in the calculation of the Initial Deferred Consideration (IDC) adjustment
  2. 2 Whether a term should be implied into the SPA to include ADHL's assets
  3. 3 Whether the SPA should be rectified to reflect an alleged common intention to include ADHL's assets

Ratio Decidendi

The SPA was unambiguous in referring only to KPL's assets for the IDC adjustment. There was no basis for implying a term or rectifying the contract, as the contract was effective as drafted and there was no objective evidence of a continuing common intention to include ADHL's assets after the tracked changes were made and executed.

Court Disposition

Appeal allowed. Action dismissed. Counterclaim upheld.

Orders

  • Recall the commercial judge's interlocutor of 12 October 2021.
  • Sustain the defenders' first plea-in-law and dismiss the action.