Whilst I consider Mr Hindley's valuation to be on the low side, I consider that (all things taken into account) Mr Cook's is considerably on the high side. According to Mr Gander, Mr Ward said that, if he was speaking as a lawyer for the Bank, he would argue that the transaction did complete. Citation. It read as follows: 63. The claimants submit that it defies common sense that a solicitor could have been so confused as to make a note recording Mr Ward's acknowledgement that completion had occurred, when it had not. For the reasons set out above, I do not consider that the course the defendants took was negligent, nor in the circumstances as they were understood to be on 24 August 2007, was there a foreseeable problem which would be visited on the claimants by stipulating that interest should be included in the undertaking. Under clause 4.3.1 of the SPA, at completion the buyer had to pay the sum of 1,300,000 by telegraphic transfer to the sellers' solicitors, i.e. Rickerbys initially acted through Mr Richard Knight, a partner. 69. (It appears that this percentage had been rising prior to August 2007.) Mr Ward had just come off the phone to his clients, and he would surely have called back if completion had occurred. He says that Mr Thomas confirmed that the transaction was to be cancelled. This went back to the conversation about the Bank's fees that they had had on 28 August 2007. Thomas v BPE Solicitors. Get 1 point on providing a valid sentiment to this The amount involved was not insubstantial, and at that point in time, neither party had any reason to anticipate the events of the following morning. I also accept Mr Hindley's evidence that there is a very significant reduction in the level of multiples paid for small companies as opposed to larger companies. Mr Ward says that he was dumbfounded, and overlooking the fact that he should not at that time have been contacting the claimants personally, on 17 December 2007 he made a call to Mr Thomas. At 16:09 on 28 August, Mr Elrick emailed Mr Thomas saying, "We commiserate on the totally unexpected outcome but up and at it for tomorrow and the new dawn of PDP which we will help with in any possible way". On the evidence, what happened next is as follows. Setting up reading intentions help you organise your course reading. On the other hand, Mr Hindley's opinion leads to a total valuation of the company at 628,000, as opposed to the 3 million agreed in respect of the sale of the shares. The terms of the SPA (as set out below) contemplated completion taking place on the date of the agreement at a place agreed by the sellers and the buyer. It is alleged that the defendants were negligent in connection with the sale of the claimants' shares in a company called PDP Management Services Ltd ("PDP"). The claimants' case in this respect was as follows. On its part, the buyer (among other things) had to pay the sum of 1,300,000 by electronic transfer to the sellers' solicitors (i.e. 97. Any breach had not caused any loss. The claimants accept that, if their claim succeeds, they have to give credit for the value of the shareholdings which they retained in PDP, but there is a dispute as to how much their shares were worth. High among their concerns, I find, was the possibility that an arrangement fee might be due to the Bank (I have already referred to Mr Thomas' concerns in that respect). On the face of it, it gives him clear instructions to unravel the transaction, if it needed unravelling. In my judgment, the completion issue has to be decided by an objective consideration as to what happened on 24 August 2007. In particular, the evidence of both is positively that there was no phone call by which the transaction was completed, at this time or later. The conversation is not pleaded, and it is, in the defendants' view, "an invention" designed to fill a "gaping hole" in the claimants' case. Had the transaction gone forward, the business would have had to carry the cost of the bank lending on much diminished revenue. As regards post-tax profit (allowing for tax at 22.5%) the experts have helpfully agreed an annual figure of 132,000, and it is consequently unnecessary to describe the differing considerations that each took into account in agreeing that figure. 61. There were three registered charges attaching to the shares, two of which were held by Close Invoice Finance Ltd which provided factoring services to the company. 70. Their response to the buyer’s solicitors indicated that they did not accept the undertaking. As with the "postal rule", it is effected (it is said) at the moment of despatch, or at latest, the moment by which the sender would receive, but does not receive, a non-delivery notification. This reflects an underlying entitlement to interest on completion monies". The only realistic conclusion, the defendants submit, is that whatever the technical legal status of the agreement and the obligations of the parties under it, the parties were not going to proceed with the transaction.

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