Saxon Woods Investments Ltd v Costa & ors
Tuesday 25 – Thursday 27 February 2025
The Petitioner and the first Respondent, Francesco Costa, separately appeal the Order, dated 17 April 2024 of Mr Simon Gleeson, sitting as a High Court Judge in the Business and Property Courts in which the Judge ordered a further trial to determine the value net of debt.
In the proceedings, the Petitioner is Saxon Woods Investments Limited. There are eight Respondents.
The Petitioner is a holder of 22.33% of the share capital of the Eighth Respondent company. The Petitioner entered into a Shareholders Agreement with the Eight Respondent Company and its shareholders where they would work together in good faith towards the Exit sale of the Eight Respondent Company by the end of 2019 and consider any opportunities for a sale prior to that date. If no Exit was achieved by that date, the Agreement provided that the board of the Company should instruct an investment bank to “cause” an Exit. The Company remains unsold.
The dispute is in relation to the Petitioner’s position that the First Respondent caused the Eight Respondent Company to be in breach as the Company did not work in good faith towards an Exit and that when the 2019 deadline passed, they did not engage an investment bank to “cause” an Exit. The First Respondent’s position is that the Eighth Respondent Company’s actions did not breach the Agreement and that both the First Respondent and Eighth Respondent Company did everything required by the clause.
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