AC Network Holding Ltd & Ors v Polymath Ekar SPV1 & Ors [2023] ADGMCFI 0004 (07 February 2023)

AC Network Holding Ltd & Ors v Polymath Ekar SPV1 & Ors [2023] ADGMCFI 0004 (07 February 2023)

Each claimant's shareholding must be valued separately at market value as at the date of breach, applying the agreed minority discounts, and not as a combined bloc, as each is a separate legal entity with a distinct loss. Interest is to accrue at 5% per annum from 27 April 2020 until payment.

Citation
[2023] ADGMCFI 0004
Parties
Claimant: AC Network Holding Limited; Claimant: AC Pool Holding Limited; Claimant: Khalil Mohamed Binladin; Claimant: Dalia Khalil Binladin; Claimant: Horizon Light Investments LLC; Defendant: Polymath Ekar SPV1; Defendant: Polymath Ekar SPV2; Defendant: Vilhelm Nikolai Paus Hedberg; Defendant: Ravi Nagesh Bhusari; Defendant: Ali Hashemi; Defendant: Lux 2 Invco; Defendant: Clara Formations Limited; Defendant: Ekar Holding Limited
Jurisdiction
United Arab Emirates
Judgment Date
07 February 2023
Procedural Posture
Commercial and Civil / Judgment on Quantum Following Principal Liability Judgment
Outcome
Judgment for the claimants against the first to fourth defendants for specified sums with interest.
Legal Topics
Shareholders' Dispute, Valuation of Shares, Damages for Breach of Contract, Minority Discount, Interest on Judgment Debt
Commercial Law Company Law Shareholders' Dispute Valuation of Shares Damages for Breach of Contract Minority Discount Interest on Judgment Debt

Case Brief

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Parties

AC Network Holding Limited

Claimant

AC Pool Holding Limited

Claimant

Khalil Mohamed Binladin

Claimant

Dalia Khalil Binladin

Claimant

Horizon Light Investments LLC

Claimant

Polymath Ekar SPV1

Defendant

Polymath Ekar SPV2

Defendant

Vilhelm Nikolai Paus Hedberg

Defendant

Ravi Nagesh Bhusari

Defendant

Ali Hashemi

Defendant

Lux 2 Invco

Defendant

Clara Formations Limited

Defendant

Ekar Holding Limited

Defendant

Procedural Posture

Commercial and Civil / Judgment on Quantum Following Principal Liability Judgment

Legal Issues

  1. 1 How should minority shareholdings be valued for damages following breach of a shareholders' agreement?
  2. 2 Should shareholdings controlled together be valued as a single bloc or separately?
  3. 3 What is the appropriate minority discount to apply to each shareholding?

Ratio Decidendi

Each claimant's shareholding must be valued separately at market value as at the date of breach, applying the agreed minority discounts, and not as a combined bloc, as each is a separate legal entity with a distinct loss. Interest is to accrue at 5% per annum from 27 April 2020 until payment.

Court Disposition

Judgment for the claimants against the first to fourth defendants for specified sums with interest.

Orders

  • Judgment entered for First Claimant (AC Network Holding Limited) in the sum of US$251,600.00 against First to Fourth Defendants.
  • Judgment entered for Second Claimant (AC Pool Holding Limited) in the sum of US$356,900.00 against First to Fourth Defendants.