Downie v DS Beteiligungs & Anor [2010] ScotCS CSOH_167 (16 December 2010)

Downie v DS Beteiligungs & Anor [2010] ScotCS CSOH_167 (16 December 2010)

The balance of convenience, considering the undertaking by the Pursuer not to exercise veto rights, narrowly favours granting interim interdict to preserve his shareholding and shareholder rights until the dispute is resolved.

Citation
[2010] ScotCS CSOH_167
Parties
Pursuer: David Downie; First Defender: DS Beteiligungs GmbH; Second Defender: Freudenberg Oil & Gas UK Ltd
Jurisdiction
Scotland
Judgment Date
16 December 2010
Procedural Posture
Action for Interdict and Payment / Interim Interdict Motion Before Calling of Summons
Outcome
Interim interdict granted as moved for by Pursuer; expenses reserved.
Legal Topics
Shareholders' Agreement, Share Purchase Option, Oral Contract, Interim Interdict
Company Law Contract Law Shareholders' Agreement Share Purchase Option Oral Contract Interim Interdict

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Parties

David Downie

Pursuer

DS Beteiligungs GmbH

First Defender

Freudenberg Oil & Gas UK Ltd

Second Defender

Procedural Posture

Action for Interdict and Payment / Interim Interdict Motion Before Calling of Summons

Legal Issues

  1. 1 Whether an oral agreement superseded the written Shareholders' Agreement
  2. 2 Whether interim interdict should be granted to prevent implementation of the share purchase option

Ratio Decidendi

The balance of convenience, considering the undertaking by the Pursuer not to exercise veto rights, narrowly favours granting interim interdict to preserve his shareholding and shareholder rights until the dispute is resolved.

Court Disposition

Interim interdict granted as moved for by Pursuer; expenses reserved.

Orders

  • Interim interdict granted preventing First Defender from implementing share purchase option.
  • Interim interdict granted preventing Second Defender from registering share transfer.