One tobacco company licensed another to distribute and sell its products in the UK. When control of the licensee changed, the licensor sought to revoke the licence. The licensee appealed against a refusal of an injunction to maintain the licence. The agreement did provide for a revocation if there was a change of control of a member of the partnership. One licensee’s business was taken over by a competitor tobacco group (BAT), and the arrangement involved the issue of a special share in the company. The agreement recognised the difference between direct and indirect control, and the words ‘such control’ should be taken to mean ‘direct control.’ The result was that a partner who did not have direct control of the licensee before the change, did by that change come to acquire direct control, and control had changed allowing revocation.
Judges:
Schieman LJ, Chadwick LJ, Tuckey LJ
Citations:
Times 17-Aug-2001, Gazette 06-Sep-2001, [2001] EWCA Civ 1043
Links:
Jurisdiction:
England and Wales
Citing:
Appeal from – Philip Morris Products Inc and Another v Rothmans International Enterprises Ltd and Another ChD 10-Aug-2000
For the purposes of the Takeover Panel, a party could trigger the provision which applied on obtaining more than 30% of the share capital of a target company, where his shareholding, together with that of a party with whom he was acting in concert . .
Cited by:
Appealed to – Philip Morris Products Inc and Another v Rothmans International Enterprises Ltd and Another ChD 10-Aug-2000
For the purposes of the Takeover Panel, a party could trigger the provision which applied on obtaining more than 30% of the share capital of a target company, where his shareholding, together with that of a party with whom he was acting in concert . .
Lists of cited by and citing cases may be incomplete.
Contract, Commercial
Updated: 31 May 2022; Ref: scu.147605