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Aircare Limited -v- Wyatt Sellyeh [2015] CA (Bda) 6 Civ (20 March 2015)

March 2015 Companies

BERMUDA

COURT OF APPEAL

INTERPRETATION OF CONTRACTS - SHARE REPURCHASE AGREEMENTS

The Appeal concerned the construction of a provision in a share repurchase agreement (the “Agreement”) whereby Aircare Limited (“Aircare”) agreed to repurchase shares from, inter alia, Mr. Sellyeh. The shares were to be purchased in four tranches. The first of those tranches would take place at a time when there were no audited accounts, and so there was a provision in the Agreement for recalculation by a specified formula of the purchase price of the first tranche.

Aircare paid Mr. Sellyah the agreed purchase price. Upon the recalculation, the new purchase price was less than the initial price and so Aircare sought judgment in the sum of the difference. The Judge at first instance held that there were two meanings to the relevant clause. He went on to agree with Mr. Sellyeh that the correct interpretation of the Agreement was that the initial price was a minimum price. The claim by Aircare was accordingly dismissed.

 

To continue reading full articles in PDF format:
Aircare Limited -v- Wyatt Sellyeh [2015] CA (Bda) 6 Civ (20 March 2015)

 

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EDITOR & HEAD OF LITIGATION BERMUDA

Christian R. Luthi
Tel: +1 441 298 7814
Email: christian.luthi@conyersdill.com


Head of Litigation British virgin islands

Mark J. Forte
Tel: +1 284 852 1113
Email: mark.forte@conyersdill.com


Head of Litigation Cayman Islands

Paul Smith
Tel: +1 345 814 7777
Email: paul.smith@conyersdill.com


HEAD OF THE ASIA DISPUTES & RESTRUCTURING GROUP

Nigel K. Meeson, QC
Tel: +852 2842 9553
Email: nigel.meeson@conyersdill.com

Offshore Cases

Aircare Limited -v- Wyatt Sellyeh [2015] CA (Bda) 6 Civ (20 March 2015)

20 March 2015

BERMUDA

COURT OF APPEAL

INTERPRETATION OF CONTRACTS - SHARE REPURCHASE AGREEMENTS

The Appeal concerned the construction of a provision in a share repurchase agreement (the “Agreement”) whereby Aircare Limited (“Aircare”) agreed to repurchase shares from, inter alia, Mr. Sellyeh. The shares were to be purchased in four tranches. The first of those tranches would take place at a time when there were no audited accounts, and so there was a provision in the Agreement for recalculation by a specified formula of the purchase price of the first tranche.

Aircare paid Mr. Sellyah the agreed purchase price. Upon the recalculation, the new purchase price was less than the initial price and so Aircare sought judgment in the sum of the difference. The Judge at first instance held that there were two meanings to the relevant clause. He went on to agree with Mr. Sellyeh that the correct interpretation of the Agreement was that the initial price was a minimum price. The claim by Aircare was accordingly dismissed.

 

To continue reading full articles in PDF format:
Aircare Limited -v- Wyatt Sellyeh [2015] CA (Bda) 6 Civ (20 March 2015)

 

 

EDITOR & HEAD OF LITIGATION BERMUDA

Christian R. Luthi
Tel.: +1 441 298 7814
Email.: christian.luthi@conyersdill.com


Head of Litigation British virgin islands

Mark J. Forte
Tel.: +1 284 852 1113
Email.: mark.forte@conyersdill.com


Head of Litigation Cayman Islands

Paul Smith
Tel.: +1 345 814 7777
Email.: paul.smith@conyersdill.com


HEAD OF THE ASIA DISPUTES & RESTRUCTURING GROUP

Nigel K. Meeson, Q.C.
Tel.: +852 2842 9553
Email.: nigel.meeson@conyersdill.com