Inveresk Plc v Tullis Russell Papermakers Ltd [2008] ScotCS CSOH_26 (15 February 2008)

Inveresk Plc v Tullis Russell Papermakers Ltd [2008] ScotCS CSOH_26 (15 February 2008)

The Tonnage Audit procedure in the Asset Purchase Agreement is not an essential precondition to liability for Additional Consideration but is a dispute resolution mechanism to be used only if the parties cannot agree. Once the pursuers withdrew their objections to the draft Consideration Accounts, those accounts became final and binding, and the Additional Consideration specified became immediately due and payable.

Citation
[2008] ScotCS CSOH_26
Parties
Pursuer: Inveresk Plc; Defender: Tullis Russell Papermakers Limited
Jurisdiction
Scotland
Judgment Date
15 February 2008
Procedural Posture
Commercial Contract Dispute / Outer House, Court of Session – Opinion on Preliminary Pleas
Outcome
Decree de plano for the pursuers; defenders' pleas repelled; pursuers' pleas sustained.
Legal Topics
Interpretation of Contract, Expert Determination Clauses, Earnout Provisions, Dispute Resolution Procedures
Contract Law Commercial Law Interpretation of Contract Expert Determination Clauses Earnout Provisions Dispute Resolution Procedures

Case Brief

Summary, issues, holding and outcome

More case intelligence is available

Unlock the full research layer for this judgment.

Full judgment text Downloadable case file Legal principles 2 Authorities cited 10 Party arguments 2 Amounts and remedies 3
Sign in to unlock

Parties

Inveresk Plc

Pursuer

Tullis Russell Papermakers Limited

Defender

Procedural Posture

Commercial Contract Dispute / Outer House, Court of Session – Opinion on Preliminary Pleas

Legal Issues

  1. 1 Whether the Tonnage Audit procedure in the Asset Purchase Agreement is an essential precondition to liability for Additional Consideration or merely a dispute resolution mechanism
  2. 2 Whether the pursuers are entitled to payment of Additional Consideration without completion of a Tonnage Audit when objections to draft Consideration Accounts are withdrawn

Ratio Decidendi

The Tonnage Audit procedure in the Asset Purchase Agreement is not an essential precondition to liability for Additional Consideration but is a dispute resolution mechanism to be used only if the parties cannot agree. Once the pursuers withdrew their objections to the draft Consideration Accounts, those accounts became final and binding, and the Additional Consideration specified became immediately due and payable.

Court Disposition

Decree de plano for the pursuers; defenders' pleas repelled; pursuers' pleas sustained.

Orders

  • Decree for payment of £909,395 plus judicial interest from citation in terms of the first conclusion of the summons.