Gem Management Ltd (Appellant) v Firefox Ltd and others (Respondents) (Mauritius)

Case summary

Case ID

JCPC/2019/0116

Jurisdiction

Mauritius

Parties

Appellant(s)

Gem Management Ltd

Respondent(s)

Firefox Ltd and others

Issue

Whether a contractual notice purporting to extend a commitment period in respect of a share sale was valid and effective.

Facts

The Respondents (or those individuals they represent) owned shares in a company, Deep River. By an undertaking to the Appellant dated 10 February 2012, they agreed to pay the Appellant 2% of the proceeds of any sale of those shares to a party other than the Appellant during the ‘Commitment Period’. The Commitment Period was expressed to last initially until 31 December 2012 (subject to the Appellant’s right to extend it by one year). The Respondents sold the shares in Deep River to a third party at some time after 31 December 2012 but before 12 November 2012. On 12 November 2012, the Appellant purported to serve a notice to extend the Commitment Period to 31 December 2013.On 11 August 2014, the Appellant issued a plaint against the Respondents to recover 2% of the proceeds from the Respondents’ sale of the Shares in Deep River. On 19 December 2014, the Respondents brought a plea in limine to set aside the Appellant’s plaint on the basis that the Appellant’s notice of 12 November 2012 to extend the Commitment Period was ineffective. At first instance, the Respondents’ plea in limine was successful and the Appellant’s plaint was set aside with costs. The Court of Civil Appeal dismissed the Appellant’s appeal against that decision. With leave of the Court of Civil Appeal, the Appellant now appeals to the Judicial Committee of the Privy Council.

Date of issue

15 November 2019

Judgment details

Judgment date

9 May 2022

Neutral citation

[2022] UKPC 17

Judgment links

Appeal

Justices

Lord Briggs

Lord Sales

Lord Hamblen

Lord Leggatt

Lord Stephens

Hearing dates

Start date

5 April 2022

End date

5 April 2022

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