[2025] EWHC 2275 (Ch)

The parties together successfully developed a business manufacturing cookware and bakeware products.

In 1987, Pargat & Co Limited (“PCo”) was incorporated and through which the business then operated.

In 1988, Site A (being Pargat House, Birmingham Road, West Bromwich, B71 4JZ and registered at HM Land Registry under Title Number WM435190) was purchased and jointly registered in the names of the Claimants and D1.

Between 2003 and 2014, PCo purchased Sites B to H, but not including Site C, which was acquired in the name of C3.

In 2017, Pargat Holdings Limited (“PHL”) was incorporated to hold the shares in PCo. The parties were shareholders of PHL.

Also in 2017, PPL was incorporated to receive a transfer of Sites B to H, but not including Site C, although it is accepted that C3 holds Site C on bare trust for PPL.

Relations between the Claimants and the Defendants began to break down in around 2014 and had, by 2022, completely broken down such that they could no longer continue working together. At that time the parties shareholdings in PPL were:

On 31 May 2023, D1 and D2 on the one part, and the Claimants and PHL on the other, entered into Off-Market Share Buyback Agreements (“the SBA”) whereby it was agreed that:

The dispute between the parties on the first claim is the meaning of clause 16 of the SBA so far as it relates to (i) the division of the Sites and whether the Defendants are only entitled to receive Sites F and G, and (ii) the form of the demerger.

Clause 16 of the SBA provides as follows:

“[16.] PPL

16.1

The Parties shall, following the Completion Date, use all reasonable endeavours to negotiate and agree the terms of a demerger of PPL pursuant to which the properties held by PPL will be transferred to [D1 and D2] on the one hand, and the [Claimants] on the other (or in each case a corporate vehicle incorporated by them) as far as possible so that the relevant parties or their corporate vehicle receive properties whose aggregate market value, as a percentage of the market value of the entire property portfolio, is equal to the aggregate percental shareholding held by those parties in PPL immediately prior to completion of the demerger provided that:

16.1.1

the properties to be transferred to the [Defendants] shall include Site F and Site G;

16.1.2

to the extent that the proportions described in this clause 16 cannot be achieved, any party who does not receive their full proportion of the aggregate value of the property portfolio receives the balance in cash;

16.1.3

any such demerger is implemented in a manner that minimises the tax burden as far as possible for each party; and

16.1.4

in the event of any discrepancy between the valuations of the properties conducted by Harris Lamb and Bulleys, Ranjit Singh of Boparan Private Office (acting reasonably and impartially) shall determine the market value of each property for the purpose of the demerger.

Pursuant to Clause 16.1.4 of the SBA, Mr Ranjit Singh by email dated 2 October 2023 determined the value of Sites B to H (“the Boparan Valuation”) as follows:

The parties are agreed that, pursuant to the SBA, the Defendants are entitled to:

So far as the Part 7 claim:

So far as the Part 8 claim:

I determined as a preliminary issue that I did not need to hear live witness evidence from the parties in order to resolve the matters before me. I read and heard arguments from counsel on behalf of the parties.