(FIRST) RONALD SOMERVILLE, (SECOND) CHARLES SHAW AND(THIRD) NICK FELISIAK AGAINST DAVID MCGUIRE [2020] ScotCS CSOH_70 (10 July 2020)

(FIRST) RONALD SOMERVILLE, (SECOND) CHARLES SHAW AND(THIRD) NICK FELISIAK AGAINST DAVID MCGUIRE [2020] ScotCS CSOH_70 (10 July 2020)

The contract between the parties is constituted by the offer dated 8 November 2016 and the defender’s acceptance dated 27 November 2017. The contract does not require the valuation to be 'Hoffmann compliant' beyond the methodology in article 10.2 of the Articles of Association. The expert’s letter of engagement is reasonable, and the defender is contractually obliged to sign it. The defender is not excused from performance due to alleged lack of access to information or apparent bias, as neither ground is established. There is no personal obligation on the pursuers to pay the defender if company funds are insufficient.

Citation
[2020] ScotCS CSOH_70
Parties
Pursuer: Ronald Somerville; Pursuer: Charles Shaw; Pursuer: Nick Felisiak; Defender: David McGuire
Jurisdiction
Scotland
Judgment Date
10 July 2020
Procedural Posture
Civil / Judgment After Proof Before Answer
Outcome
Declarator granted in favour of pursuers; defender obliged to sign expert's letter of engagement; counterclaim refused.
Legal Topics
Shareholder Disputes, Expert Valuation, Contract Interpretation, Apparent Bias
Company Law Contract Law Shareholder Disputes Expert Valuation Contract Interpretation Apparent Bias

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Parties

Ronald Somerville

Pursuer

Charles Shaw

Pursuer

Nick Felisiak

Pursuer

David McGuire

Defender

Procedural Posture

Civil / Judgment After Proof Before Answer

Legal Issues

  1. 1 Whether the contract required the expert valuation to be 'Hoffmann compliant' per O'Neill v Phillips
  2. 2 Proper construction of the contract terms regarding valuation methodology and access to information
  3. 3 Whether the expert is disqualified for apparent bias

Ratio Decidendi

The contract between the parties is constituted by the offer dated 8 November 2016 and the defender’s acceptance dated 27 November 2017. The contract does not require the valuation to be 'Hoffmann compliant' beyond the methodology in article 10.2 of the Articles of Association. The expert’s letter of engagement is reasonable, and the defender is contractually obliged to sign it. The defender is not excused from performance due to alleged lack of access to information or apparent bias, as neither ground is established. There is no personal obligation on the pursuers to pay the defender if company funds are insufficient.

Court Disposition

Declarator granted in favour of pursuers; defender obliged to sign expert's letter of engagement; counterclaim refused.

Orders

  • Defender ordered to sign and return the expert's letter of engagement.
  • If defender fails, Deputy Principal Clerk of Session authorised to sign on defender's behalf.