Third & Ors v North East Ice & Cold Storage Company Ltd & Anor [1999] ScotCS 141 (11 June 1999)

Third & Ors v North East Ice & Cold Storage Company Ltd & Anor [1999] ScotCS 141 (11 June 1999)

The defenders' delay in convening the EGM and fulfilling the settlement agreement obligations was unreasonable. The Share Repurchase Agreement did not vary the Minute of Agreement but implemented it. The pursuers were justified in raising the action and are entitled to interest from the date of citation and to expenses on an agent and client, client paying, basis due to the defenders' unreasonable conduct.

Citation
[1999] ScotCS 141
Parties
Pursuers: Andrew Third and Others; First Defender: North East Ice and Cold Storage Company Limited; Second Defender: Another (Second Defender, holding >75% shares in First Defender)
Jurisdiction
Scotland
Judgment Date
11 June 1999
Procedural Posture
Commercial Contract Enforcement / Post Settlement, Motion for Interest and Expenses
Outcome
Pursuers' motion granted
Legal Topics
Enforcement of Settlement Agreements, Share Repurchase by Company, Award of Interest, Award of Expenses (costs), Unreasonable Conduct in Litigation
Contract Law Company Law Civil Procedure Enforcement of Settlement Agreements Share Repurchase by Company Award of Interest Award of Expenses (costs) Unreasonable Conduct in Litigation

Case Brief

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Parties

Andrew Third and Others

Pursuers

North East Ice and Cold Storage Company Limited

First Defender

Another (Second Defender, holding >75% shares in First Defender)

Second Defender

Procedural Posture

Commercial Contract Enforcement / Post Settlement, Motion for Interest and Expenses

Legal Issues

  1. 1 Whether the defenders unreasonably delayed performance of the settlement agreement obligations
  2. 2 Whether the pursuers are entitled to interest on principal sums from date of citation
  3. 3 Whether the pursuers are entitled to expenses on an agent and client, client paying, basis

Ratio Decidendi

The defenders' delay in convening the EGM and fulfilling the settlement agreement obligations was unreasonable. The Share Repurchase Agreement did not vary the Minute of Agreement but implemented it. The pursuers were justified in raising the action and are entitled to interest from the date of citation and to expenses on an agent and client, client paying, basis due to the defenders' unreasonable conduct.

Court Disposition

Pursuers' motion granted

Orders

  • Interest awarded from date of citation to 7 June on principal sums in Conclusions 2 to 7
  • Defenders found liable in expenses of the action to date on an agent and client, client paying, basis