Allison McIntyre Shure & Anor v Capvest Limited & Ors

Contractual information rights must be construed objectively, by considering the language used in the agreement as a whole, its commercial purpose and the relevant background known to the parties. A clause conferring a right to information about a company and its operations may extend beyond formal management matters where the contractual context supports that construction. The expression in reasonable detail limits the scope and extent of the information to be supplied, but does not necessarily exclude investment-specific advice or recommendations. The right remains confined to information concerning the entities identified in the agreement and does not extend to a separate entity outside its scope. Requests for information or documents must be sufficiently focused and reasonable.

The trustees of the Shure Marital Trust brought a Part 8 claim against CapVest Limited, CapVest Associates LLP and CapVest Partners LLP. They sought declarations concerning the meaning of section 2(d) of a letter agreement and orders requiring information and documents concerning the sale of assets formerly held by Fund II.

The trustees argued that section 2(d) entitled them to information in reasonable detail concerning the operations of CapVest Limited and CapVest Associates LLP, including investment advice and assistance relating to the disposal of Fund II assets. The defendants argued that the clause did not permit the trustees to circumvent restrictions applicable to their position as limited partners and did not extend to investment-specific advice or to the activities of CapVest Partners LLP. The central issues were the proper construction of section 2(d) and whether the requests were sufficiently focused.

1. The claim succeeded in part. The court ordered the claimants to serve amended information and document requests within 14 days. The defendants were given 14 days to propose amendments, including confidentiality provisions, and either party was permitted to restore the claim if agreement could not be reached.

2. The court applied the objective approach to contractual construction stated in Wood v Capita [2017] AC 1173, Arnold v Britton [2015] AC 1619, Rainy Sky v Kookmin Bank [2011] 1 WLR 2900 and Lukoil Asia Pacific Pte Ltd v Ocean Tankers (Pte) Ltd [2018] 2 All ER (Comm) 108. Section 2(d) had to be read in the context of the Letter Agreement as a whole, the parties’ relationship, the management structure and the commercial background known when the agreement was made.

3. Section 2(d) was not confined to matters expressly referred to elsewhere in section 2. Its reference to other matters concerning CapVest Limited, CapVest Associates LLP and their respective operations was wide. The contractual right was conferred on shareholders as well as board members, and the surrounding circumstances supported a construction which provided the Trust with meaningful oversight following Mr Shure’s death.

4. The right therefore extended to information in reasonable detail concerning advice and investment recommendations provided by CapVest Limited or CapVest Associates LLP to CV Equity and CapVest Private Equity II LP, and assistance provided by those entities in negotiating or arranging the disposal of Fund II’s remaining assets, including Mater Private and Valeo Foods. Reasonable requests for documents evidencing those matters could also fall within the clause.

5. The clause did not extend to CapVest Partners LLP, which acted as investment adviser to Fund II-B. Information already supplied could not properly be requested again. The requests in Annex 3, particularly paragraphs 1(a), 1(b) and 2, were too widely expressed and required reformulation.

6. The court expressed no view on the merits of any substantive claim which might result from the matters investigated.