Symphony Equity Investments Ltd v Shakeshaft & Ors [2013] ScotCS CSOH_102 (26 June 2013)

Symphony Equity Investments Ltd v Shakeshaft & Ors [2013] ScotCS CSOH_102 (26 June 2013)

The phrase 'single investee company' in the constitution must be given its ordinary legal meaning of a single corporate entity, not an undertaking or group of companies. SEI's averments treating the MR group as a single investee company are irrelevant and excluded from probation. The guarantee counts towards the investment limit, but the board's averments on the sale and leaseback and causation are not excluded at this stage.

Citation
[2013] ScotCS CSOH_102
Parties
Pursuer: Symphony Equity Investments Limited; Defender: James Peter Bailey Shakeshaft and Others
Jurisdiction
Scotland
Judgment Date
26 June 2013
Procedural Posture
Commercial Action for Damages for Breach of Contract / Interlocutory Judgment on Relevancy and Specification of Pleadings
Outcome
Partial exclusion of averments; case to proceed with adjusted pleadings
Legal Topics
Interpretation of Contractual Terms, Corporate Personality, Directors' Duties, Investment Restrictions, Guarantees, Sale and Leaseback, Causation of Loss
Contract Law Company Law Interpretation of Contractual Terms Corporate Personality Directors' Duties Investment Restrictions Guarantees Sale and Leaseback +1 more

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 5 Authorities cited 21 Party arguments 2 Amounts and remedies 6
Sign in to unlock

Parties

Symphony Equity Investments Limited

Pursuer

James Peter Bailey Shakeshaft and Others

Defender

Procedural Posture

Commercial Action for Damages for Breach of Contract / Interlocutory Judgment on Relevancy and Specification of Pleadings

Legal Issues

  1. 1 Meaning of 'single investee company' in the constitution
  2. 2 Whether guarantees and sale and leaseback transactions count towards investment limits
  3. 3 Causation of loss

Ratio Decidendi

The phrase 'single investee company' in the constitution must be given its ordinary legal meaning of a single corporate entity, not an undertaking or group of companies. SEI's averments treating the MR group as a single investee company are irrelevant and excluded from probation. The guarantee counts towards the investment limit, but the board's averments on the sale and leaseback and causation are not excluded at this stage.

Court Disposition

Partial exclusion of averments; case to proceed with adjusted pleadings

Orders

  • SEI's averments treating the MR group as a 'single investee company' are excluded from probation.
  • Case put out by order for parties to consider findings and adjust pleadings.