Key Facts
- •Dr Agbaje, a former partner in Robert Frew Medical Practice (Partnership), was expelled in 2009.
- •The Partnership's property was owned by RFMCL, in which partners held shares under a 2006 agreement.
- •The agreement contained pre-emption provisions for transferring a leaving member's shares.
- •A dispute arose over the value of Dr Agbaje's shares following their transfer in 2011.
- •The High Court valued the shares at £21,188 as of April 2009.
- •RFMCL appealed against the subsequent orders for interest and costs.
Legal Principles
Section 35A(1) of the Senior Courts Act 1981 allows for the inclusion of simple interest in judgments for debt or damages.
Senior Courts Act 1981
The meaning of 'debt' in the context of Section 35A(1) is broad, covering sums recoverable under contract or statute.
The Aldora [1978] QB 748; BP Exploration Co (Libya) Ltd v Hunt (No 2) [1982] 2 AC 352
A claim for a declaration of entitlement to a sum of money is not necessarily a claim for debt recovery under Section 35A(1).
Odyssey Aviation Ltd v GFG 737 Ltd [2019] EWHC 1980 (Comm)
Outcomes
Appeal against the interest order allowed.
The judge's reasoning was based on incorrect premises; RFMCL did not concede non-compliance with the agreement, nor conversion of shares; no debt was owed to Dr Agbaje until share certificate delivery per the agreement.
Appeal against the costs order allowed.
The judge's starting point that Dr Agbaje was the successful party was incorrect; the valuation issue was determined in RFMCL's favour; the judge's reasoning on offers and conduct was inadequate.