Paul Richard Knell & Ors v Eric Van Loo

A court deciding consequential issues after liability may determine quantum without a further hearing where the trial was not split, the evidence is sufficient, and further delay would be disproportionate. Damages for breach of a reasonable-endeavours clause may be assessed on a loss-of-chance basis. Where legal uncertainty is resolved in the claimant’s favour, no additional discount is required. Share buy-out valuation must reflect the specified valuation date and the company’s assets and liabilities at that date. Costs remain discretionary, but separate corporate personality generally prevents personal costs liability absent a special factor.

This judgment determined quantum and costs following the court’s earlier liability decision in the related Part 7 claim and unfair-prejudice petition. The court had ordered BDI (Nederland) BV to purchase Paul and Peter Knell’s shares in Miller Turner Investment Management Ltd. The issues were the valuation date, the value of claims arising from alleged breaches of a reasonable-endeavours clause, the treatment of particular assets and liabilities, interest, and the incidence and basis of costs.

The court also considered further evidence, late arguments, Part 36 consequences, alleged failure to mediate, indemnity costs, and whether Eric van Loo should be personally liable for costs.

1. Quantum. The court refused to defer quantum. There had been no split trial, and the disclosure, expert evidence and further submissions addressed quantum. The valuation date for the shares was 12 June 2023, with MTIM’s balance sheet at or near that date as the starting point.
2. Reasonable endeavours and loss of chance. Damages for breach of Clause 16.1 of the Bridgwater AMA were assessed on a loss-of-chance basis. MTIM had a real or substantial chance of obtaining a disposal fee because BGL had made no attempt to comply with the obligation. No further discount was appropriate because the relevant legal uncertainties had been resolved in MTIM’s favour. A disposal was assumed to have occurred on 31 December 2017, since the contractual definition required the options first to be exercised. No value was attributed to the unsuccessful Buxton Project.
3. Valuation and adjustments. The court preferred the June 2018 Cushman & Wakefield valuation to the October 2014 Alder King valuation. It made adjustments for the BGL set-off and the Saville Row loan, but rejected adjustments for the alleged Oldenhoeck loan and later debt waivers. New points raised after the hearing were disregarded as impermissibly late.
4. Interest and order. Interest on MTIM’s damages asset was included at 3 per cent simple from 1 January 2018 to 12 June 2023. No further interest was ordered on the buy-out sum. BDI was ordered to pay £722,085.60 for the Knells’ 30 per cent shareholding.
5. Costs. The Part 7 claim having failed, its claimants were ordered jointly and severally to pay Mr van Loo’s costs. The petitioners were ordered to pay Mr van Loo’s and Mr van Iddenkinge’s petition costs, while BDI was ordered to pay 70 per cent of the petitioners’ costs, excluding those liabilities. No personal costs order was made against Mr van Loo. Enforcement of costs payable to him was stayed until BDI paid the buy-out sum. Part 36 consequences, mediation-based costs consequences and indemnity costs were refused.

The judgment followed the court’s earlier liability decision in the same proceedings, [2023] EWHC 2109 (Ch). It was a further first-instance judgment determining consequential issues and costs.