Contracts Law in UK Law
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Ventura Capital GP Ltd (Acting for and on behalf of Ventura Capital LP Fund IV) v DnaNudge Ltd
Variation of class rights. Special rights. Preferred shares. Ordinary shareholders“
Considering the relationship between the two articles, the inconsistency between them, and the absurdity of treating article 9.2 (a) as a stand-alone provision, unaffected by article 10.1, I accept Mr Collingwood's submission that something has clearly gone wrong with the drafting because the two articles do not work together.
Read literally and in isolation, the wording of article 9.2 (a) is clear and unambiguous: the preferred shares automatically convert into ordinary shares upon notice in writing from an ‘Investor Majority’. This is not a case where a provision in a contract is unclear because a word has two different meanings. Nor is this a case where the language of the articles, either read on their own, or, at any rate, when read in context, could be seen to give rise to possible rival interpretations.
For the reasons I have given, I am satisfied that the conversion of the preferred shares into ordinary shares constitutes either a ‘variation’ or an ‘abrogation’ of the special rights attached to those shares.
On that basis, there is a clear tension between articles 9.2 (a) and 10.1 so it becomes apparent, on examination, that the drafter cannot have meant clause 9.2 (a) to be read literally as it makes no rational sense, when construed in light of the protection afforded to the special rights of the preferred shareholders by article 10.1.
I also agree with Mr Collingwood that the court's finding that there is a variation, or abrogation, of the special rights attached to the preferred shares involves no inconsistency with the conclusion reached by Buckley J in Re Saltdean Estate Co Ltd, as later approved and applied by the House of Lords in the House of Fraser case and later applied by Patten J in Re Hunting Plc.
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Sqd v Qyp
Granting of interim injunctive relief. Arbitration act. Proceedings in breach of an exclusive jurisdiction clause“
The facts of this case do not fall within that paradigm. The seat of the arbitration being Paris, the procedural law that the parties have agreed upon is French law. I therefore understand this to be a case where the French court would not enforce an interim ASI granted by this court, were I to grant one. On the contrary, if requested to do so in its capacity of court of the seat of the arbitration, the French court might well grant an anti-ASI.
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A & v Building Solutions Ltd v J & B Hopkins Ltd
Interim payment application. Interpreting a contract. Adjudicator's decision. Valuation date“
The proper approach to parallel proceedings was outlined by O'Farrell J in Structure Consulting Limited v Maroush Food Production Limited [2017] EWHC 962 (TCC). The judge should usually give judgment on the claim based on the adjudicator's decision and then – to the extent possible – endeavour to sort out the Part 8 proceedings.
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