Keiron Paterson Against Angeline (scotland) Limited
| Jurisdiction | Scotland |
| Judge | Lady Wolffe |
| Neutral Citation | [2021] CSOH 101 |
| Docket Number | CA3/21 |
| Date | 12 October 2021 |
| Court | Court of Session |
| Published date | 11 October 2021 |
1
OUTER HOUSE, COURT OF SESSION
[2021] CSOH 101
CA3/21
OPINION OF LADY WOLFFE
In th e Commercial Action
KEIRON DAVID PATERSON
Pursuer
against
ANGELLINE (SCOTLAND) LIMITED
Defender
Pursuer: ECM MacLean; Blackadders LLP
Defender: Dean of Faculty; Morton Fraser LLP
12 October 2021
Introduction
The issue at debate
[1] The parties entered into a share purchase agreement dated 5 July 2019 (“the SPA”)
under which the pursuer sold, and the defender acquired, the whole pharmacy business
conducted by the pursuer from three premises using two corporate vehicles. That SPA
provided for payment of the total consideration by four different types of payments (as after
defined). A dispute has arisen about the adjustment to the second type of payment,
described as “th e Initial Deferred Consideration”.
2
The pursuer’s position
[2] The pursuer contends that an upward adjustment is required, resulting in a payment
due to him in the amount of £341,932 and he concludes for declarator and payment. The
pursuer’s legal grounds are based first on what he says is the proper interpretation of the
SPA, and in the alternative on an implied term. By way of further alternative, in the event
that the court is not with him on either of these grounds, he seeks rectification to achieve the
same end.
The defender’s position
[3] The defender contends for a different, and it says much more straightforward,
interpretation. It also contends that the pursuer’s legal grounds for an implied term or
rectification are irrelevant. On its interpretation of the disputed provision, it submits that a
downward adjustment is required, with the effect th at the pursuer is obliged to pay the
defender th e sum of £228,904, and payment of which it seeks in its counterclaim.
The parties’ motions
[4] Both parties moved for decree de plano in his or its favour. The pursuer seeks one or
more declarators (depending on the legal basis on which he might succeed) and payment in
the principal action, and dismissal of the defender’s counterclaim. The defender resists the
principal action (which it contends is irrelevant) and it seeks payment of the sum in the
count erclaim said to be due.
3
The circumstances preceding the conclusion of the SPA
[5] While the pursuer’s first legal ground concerns the construction of the SPA, the
pursuer relies on the background circumstances as providing relevant context in which the
SPA fell to be constr ued, or as forming part of the factual matrix of which both parties were
aware. Accordingly, before setting out the core provisions of the SPA, I first set out the
circumstances referred to in the pleadings as constituting the background to, and context of,
the SPA. Most of this was not accepted by the defender.
The pursuer’s pharmacy business operated by two companies from three premises
[6] As at July 2019 the pursuer was a director of, and 95% shareholder in, Keir Pharmacy
Limited (“KPL”) and defined in the SPA as “the Company”. He was also a director of
A D Healthcare Limited (“ADHL”), a wholly-owned subsidiary of KPL, which was defined
in the SPA as “the Subsidiary”. KPL owned and operated a pharmacy in Denny. Ms Lucie
Capaldi, a pharmacist and senior employee in th e pursuer’s business, owned the
remaining 5% of the shares of KPL. ADHL owned and operated two pharmacies, in Larbert
and Plean. Collectively, the business was comprised of these two companies (“the
companies”), which operated three successful pharmacies from these three premises
(collectively “the premises”). In the SPA, the Company and the Subsidiary were defined as
“the Group”.
Communings preceding the heads of agreement
[7] The pursuer avers that from about February 2019 there were discussions between
him and Ms June Friel (“Ms Friel”), the sole director of the defender. These discussions took
the form of meetings as well as emails, culminating in the pursuer’s acceptance on 5 March
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2 cases
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Paterson v Angelline (Scotland) Ltd
...a debate. On 12 October 2021, the commercial judge dismissed the counterclaim and allowed a proof before answer in the principal action ([2021] CSOH 101; 2022 SLT 114). The defenders reclaimed. Textbooks etc referred to: Scottish Law Commission, Obligations: Report on rectification of contr......
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Dragados (uk) Limited Against Dc Eikefet Aggregate As
...support of his submission, counsel for the defender referred to a recent decision of Lady Wolffe, Pa terson v Angelline (Scotland) Ltd [2021] CSOH 101, in which she allowed a proof before answer in an action which also concerned the construction of an agreement, in that case a share purchas......