Interpretation of leaver provisions in articles of association

In Syspal Capital Ltd v Truman the High Court had to consider the correct interpretation of provisions in a company’s articles of association in order to determine the proper sale price for shares held by one of its former directors.

Facts

The relevant company had two directors, Christopher Truman and Anthony Roberjot. Truman held 24% of the company’s shares and the other 76% were held by a company controlled by Roberjot, and Truman was also a director and employee of the company’s trading subsidiary.

In October 2022 Truman was dismissed as an employee of the subsidiary and then removed as a director of that subsidiary the following month.