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