C and D entered into a property joint venture, encapsulated in various agreements. Those agreements included a shareholders agreement ("SA") and a loan agreement ("LA"). The LA provided that a £1m loan was repayable in 5 years; it was not repaid and D had not made any progress with the development.
C claimed to recover the loan and for a declaration that they were entitled to present a winding up petition against D. D defended the claim on the basis that the terms of the SA prohibited C from taking any action for the winding-up of D even after the expiry of the agreements.
HHJ Seymour QC to granted C summary judgment on their claim. D appealed on various points of construction of the agreements.
The Court of Appeal upheld the decision. The Court was to, if it could, give commercial effect to the clause in question. In the context of the commercial arrangement as a whole, it was clear that the venture was for a fixed term. Once that term expired, the intention evident from the agreements was that it would be open to the shareholders to have recourse to all the usual remedies. The proviso in the SA existed solely to protect rights and enforce obligations that had accrued during the currency of the SA.
Brie Stevens-Hoare and Simon Allison acted for Westcoast (Holdings) Limited in the Court of Appeal.
For further details please view the full judgment for Westcoast (Holdings) Limited v Wharf Land  EWCA Civ 1003.
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