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High Court: (a) determines that a stay should be granted on proceedings between shareholders, concerning an agreement to sell shares, pending binding expert determination as provided for in a shareholder agreement, on the grounds that, although the determination might not be as expeditious as in the Commercial Court, and the application for a stay might have been made earlier, it was in the interests of the company that the determination not be made in a public hearing; but (b) makes the stay conditional upon an undertaking from the defendants in terms of an interlocutory order sought by the plaintiffs.
Application for stay on proceedings - whether dispute to be referred to binding expert determination - shareholders' agreement - proposed management buyout - negotiations with purchasers - valuation of shares - heads of agreement - obligation on shareholders to sell shares to proposed purchaser - whether agreement was in breach of shareholder agreement or oppressive to shareholder - initiation of proceedings - jurisdiction of court to stay proceedings pending expert determination - whether good reason to depart from agreement for the resolution of disputes - discretionary nature of jurisdiction to grant stay - wording of clause - breadth of clause - silence of clause as to procedures to be adopted - identity or qualifications of proposed expert - failure to invoke clause within seven days - inherent unsuitability of expert determination to resolve a dispute of this kind - whether expert determination would be completed more expeditiously than proceedings in the Commercial Court - whether expert determination would be likely to give rise to delay - risk of public hearing to the company - application for interlocutory relief - whether defendants prepared to give undertaking in terms of proposed injunction.
Note: This is intended to be a fair and accurate report of a decision made public by a court of law. Any errors should be notified to the editor and will be dealt with accordingly.
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