Davinder Bal v Parveen Attri
[2023] EWHC 3103 (Ch)
Aymes International Limited v Nutrition4U BV & Ors
23 October 2024
[2024] EWCA Civ 1259
Court of Appeal
A company appealed a court decision about how much it had to pay to buy another company. The higher court agreed that the original calculation was wrong and should be recalculated. It also refused to change the lower court’s opinion about one of the witnesses in the case, because it deemed that part of the appeal irrelevant to the case's outcome.
Key Facts
- •Aymes International Ltd (AIL) appealed a High Court judgment concerning the interpretation of a call option agreement with Nutrition4U BV to purchase shares in NutriMedical BV.
- •The dispute centered on the calculation of the purchase price, specifically whether the "Option Consideration" (€537,500) should be included in "Turnover" when calculating the "Company Value."
- •The High Court judge ruled that the Option Consideration should be included, leading to a significantly higher purchase price for AIL.
- •AIL also challenged the judge's assessment of AIL's director, Mr. Aymes, as an unreliable witness.
- •Nutrition4U BV entered insolvency after the High Court judgment, and did not participate in the appeal.
Legal Principles
Contractual interpretation principles
Undisputed at trial; no need for rehearsal
Jurisdiction of the Court of Appeal to hear appeals from High Court judgments
Section 16(1) Senior Courts Act 1981; Cie Noga d’Importation et d’Exportation SA v Australia and New Zealand Banking Group Ltd [2002] EWCA Civ 1142
Impeachment of witness credibility
Hobbs v C.T. Tinling & Co Ltd [1929] 2 KB 1; Phipson on Evidence (20th ed)
Standard of review for factual findings
Implicit - findings can only be overturned if rationally unsupportable
Outcomes
Appeal allowed on ground 1 (interpretation of the Agreement): Option Consideration excluded from Turnover.
The court found that excluding the Option Consideration from Turnover made better commercial sense, aligning with the ordinary meaning of 'Turnover' and avoiding treating the option payment as inflating the share purchase price. The court detailed nine reasons for this decision.
Appeal dismissed on grounds 2 and 3 (findings about Mr. Aymes).
The Court of Appeal questioned its jurisdiction to entertain the appeal on these grounds, arguing that the findings had no legal consequences for AIL and that the appeal was primarily aimed at salvaging Mr. Aymes' reputation. The court distinguished this case from In Re W (A Child) [2016] EWCA Civ 2415 on several grounds.
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