Daniel Lee & Anor v GSquare Capital II LP & Ors
[2023] EWHC 3017 (Ch)
Contract interpretation must be objective, considering the contract as a whole and the background knowledge available to the parties.
Sara & Hossein Asset Holdings Ltd v Blacks Outdoor Retail Ltd [2023] UKSC 2 and Wood v Capita Insurance Services Ltd [2017] UKSC 24
Interpreting articles of association requires focusing on the natural and ordinary meaning of the words, the scheme and purpose of the articles, ascertainable extrinsic facts, and commercial common sense.
Re Euro Accessories Ltd [2021] EWHC 47 (Ch) and Ventura Capital GP Ltd v DnaNudge Ltd [2023] EWCA Civ 1142
Implied terms should be approached cautiously; business efficacy and the officious bystander test are relevant, but mere reasonableness is insufficient.
Marks and Spencer plc v BNP Paribas Securities Services Trust Co (Jersey) Ltd [2015] UKSC 72
The court found that Art. 11.3 was triggered by Truman's resignation from SHL in May 2023, not his dismissal from SL in October 2022.
The court determined that the phrase 'in that capacity' in Art. 11.3 refers to all three capacities (employee, director, consultant) and that Truman continued as a director of SHL after his dismissal from SL. This interpretation aligns with commercial common sense and prevents the possibility of forced share sales at a lower price due to unfair dismissals.
The sale price for Truman's shares is 'Fair Value' as defined in the articles.
This follows directly from the court's interpretation of Art. 11.3 and Art. 10.4.3.
A court inquiry was ordered to determine the valuation of Truman's shares based on 'Fair Value'.
The SHL auditors were unable to perform the valuation.
[2023] EWHC 3017 (Ch)
[2023] EWHC 2829 (Comm)
[2024] EWHC 2604 (Ch)
[2023] EWHC 1340 (Ch)
[2024] EWHC 1723 (Ch)