On appeal from: 2009 CSIH 56

On 9 June 2005, Tullis Russell entered into an asset purchase agreement with Inveresk for the acquisition of the property rights to the Gemini brand of paper.  There were two issues arise in the appeal: Firstly, whether the additional consideration claimed by Inveresk has become due and payable under the Asset Purchase Agreement. Secondly, whether Tullis Russell is entitled to retain the sum it claims in damages, pending resolution of the claim, against any payment it is required to make to Inveresk.

The Supreme Court unanimously allowed the appeal, holding that the additional consideration has not become due and payable pursuant to the Asset Purchase Agreement and that a right of retention may in principle arise. The matter was remitted to the commercial judge for further procedure.

For judgment, please download: [2010] UKSC 19
For the Court’s press summary, please download: Press Summary
For a non-PDF version of the judgment, please visit: BAILII