PETITION OF DAVID MAGUIRE FOR JUDICIAL REVIEW [2022] ScotCS CSOH_73 (04 October 2022)

PETITION OF DAVID MAGUIRE FOR JUDICIAL REVIEW [2022] ScotCS CSOH_73 (04 October 2022)

The Letter of Engagement did not require the respondent to consider audited accounts or any specific documents as a condition precedent to valuing the shares. The obligation was to value the shares, with discretion as to methodology and materials. No departure from instructions occurred; thus, the valuation stands.

Citation
[2022] ScotCS CSOH_73
Parties
Petitioner: David Maguire; Respondent: Stewart MacDonald, C.A.; Interested Party: First to Third Interested Parties (shareholders in 5 PM Limited)
Jurisdiction
Scotland
Judgment Date
04 October 2022
Procedural Posture
Judicial Review / Substantive Hearing, Motion to Dismiss on Relevancy
Outcome
petition dismissed
Legal Topics
Expert Determination, Share Valuation, Judicial Review, Interpretation of Engagement Letters
Contract Law Company Law Civil Procedure Expert Determination Share Valuation Judicial Review Interpretation of Engagement Letters

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Parties

David Maguire

Petitioner

Stewart MacDonald, C.A.

Respondent

First to Third Interested Parties (shareholders in 5 PM Limited)

Interested Party

Procedural Posture

Judicial Review / Substantive Hearing, Motion to Dismiss on Relevancy

Legal Issues

  1. 1 Whether the expert (respondent) departed from his instructions by valuing shares without audited accounts or requested information
  2. 2 Whether such a departure, if any, invalidates the valuation decision

Ratio Decidendi

The Letter of Engagement did not require the respondent to consider audited accounts or any specific documents as a condition precedent to valuing the shares. The obligation was to value the shares, with discretion as to methodology and materials. No departure from instructions occurred; thus, the valuation stands.

Court Disposition

petition dismissed

Orders

  • motions by respondent and third interested party to sustain preliminary pleas granted
  • petition dismissed