J.P. Morgan International Finance Limited vs Werealize.com Limited

This case concerned a dispute between J.P. Morgan International Finance Limited (JPM) and Werealize.com Limited (WRL) regarding amendments to pleadings and issues related to a shareholder agreement and valuation process.

TLDR:

• JPM applied to amend the particulars of claim and add an issue related to the transfer agreement.
• WRL applied to amend its pleadings and add an issue for the trial.
• The court allowed some amendments but refused others based on timing and potential prejudice.

The claimant, J.P. Morgan International Finance Limited (JPM), and the defendant, Werealize.com Limited (WRL), were involved in a dispute over their shareholder agreement concerning Viva Wallet Holdings Software Development SA (Viva). WRL held a majority shareholding in Viva, while JPM owned the remaining shares. The terms of their relationship were governed by a shareholders' agreement dated 24 January 2022.

The court had to determine three main issues: JPM's application to amend the particulars of claim, JPM's application to add the issue of the transfer agreement to the trial, and WRL's application to amend its pleadings and add an issue to the trial. The background of the dispute involved the call option process in the shareholders' agreement, which allowed JPM to buy WRL's shareholding in Viva at a price determined by an expert valuation process.

JPM's Amendment Application sought to amend the particulars of claim to clarify the basis for determining the Call Option Fair Market Value. The court considered the principles on late amendments, including whether the amendments had a real prospect of success and whether they would cause prejudice to the opposing party. The court allowed JPM's amendment related to the business plan (64.3(b) amendment) but refused the amendment related to financial projections (64.3(c) amendment) due to insufficient merit and potential prejudice to WRL.

JPM also applied to add the issue of the transfer agreement to the trial. The court refused this application, noting that it would place an additional burden on the court time and that WRL had not been given adequate time to prepare its case in response.

WRL's application to amend its pleadings involved advancing a case that the call option could only be exercised by JPM once, not in each call option period. The court allowed this amendment, recognizing it as a fundamental point on the construction of the call option and ensuring that both parties could address the issue at the trial.

The court's decision balanced the interests of justice, considering the timing of the applications and the need to resolve the core issues related to the valuation process and the shareholder agreement.

Legal representatives: Richard Handyside KC and Rosalind Phelps KC (instructed by Freshfields Bruckhaus Deringer LLP) for the Claimant, Richard Lissack KC and Robert Weekes KC (instructed by Quinn Emanuel Urquhart & Sullivan LLP) for the Defendant.

Judicial Panel: Dame Clare Moulder DBE

Case Citation Reference: [2024] EWHC 1182 (Comm)