ON APPEAL FROM THE HIGH COURT OF JUSTICE
BUSINESS AND PROPERTY COURTS OF ENGLAND AND WALES
INSOLVENCY AND COMPANIES LIST (ChD)
Mr Justice Roth
Strand, London, WC2A 2LL |
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B e f o r e :
LORD JUSTICE BIRSS
and
LORD JUSTICE ZACAROLI
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SYSPAL CAPITAL LIMITED |
Appellant |
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- and – |
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(1) MR CHRISTOPHER JOHN TRUMAN (2) SYSPAL HOLDINGS LIMITED |
Respondents |
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Alexander Heylin (instructed by Fieldfisher LLP) for the First Respondent
The Second Respondent was not represented
Hearing date : 3 April 2025
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Crown Copyright ©
Lord Justice Zacaroli:
"If any Employee Member shall cease for any reason (including but not limited to death or termination of employment by the Employee Member or Company) to be employed as an employee, director or consultant of a Group Company (and does not continue in that capacity in relation to any Group Company) then a Transfer Notice shall be deemed to have been served in accordance with Article 10 1 on the date of such cessation"
"10 4 Unless agreed by the Board and the Proposing Transferor not later than 15 days from receipt of the Transfer Notice, the Sale Price for the Sale Shares shall
10 4 1 in the event that a Transfer Notice is deemed served in respect of the Shares held by Mr C Truman (and for the avoidance of doubt his Family members and trustees of his Family Trusts) pursuant to Article 11.1 and/or Article 11.3 as a result of his death prior to 10 April 2024, be the higher of Fair Value and £3,000,000,
10 4 2 in the event that a Transfer Notice is deemed served pursuant to Article 11.3 as a result of any reason other than the Employee Member's death, permanent incapacity or retirement at 65 years of age, be Market Value,
10 4 3 save as provided in Articles 10.4.1 and/or 10.4.2, be Fair Value."
The judge's judgment
The ground of appeal
Analysis and conclusions
Lord Justice Birss
Lady Justice Asplin