Seneschall vs Trisant Foods Limited & Others

This case involved a shareholder dispute where Mr. John Seneschall, a minority shareholder in Trisant Foods Limited, challenged the valuation of his shareholding by a single joint expert.

TLDR:

• John Seneschall, a minority shareholder, disputed the valuation of his shares in Trisant Foods Limited.
• The court had to decide whether to allow evidence from an independently appointed expert.
• The court allowed the appeal, emphasizing the need for a staggered approach in handling expert evidence.

John Seneschall, the appellant, was a minority shareholder in Trisant Foods Limited. He obtained a judgment on liability against the respondents, including the majority shareholder Market Fresh Limited, in May 2023. The dispute centered on the valuation of Mr. Seneschall's minority shareholding, which required a separate trial on remedies.

Mr. Seneschall sought an order for Market Fresh to buy his minority shareholding, necessitating a valuation. ICC Judge Greenwood directed the appointment of a single joint expert, Mr. Haddow, who produced a report valuing the shares at nil. Dissatisfied with this valuation, Mr. Seneschall sought advice from another expert, Mr. Nissan, who provided a contrasting valuation.

Mr. Seneschall's solicitors followed a staggered approach, engaging in correspondence with Mr. Haddow and sending questions to him. However, unsatisfactory responses led to the instruction of Mr. Nissan to produce a summary report, which advocated different valuation methodologies for start-up companies.

Mr. Seneschall applied for permission to rely on Mr. Nissan's report and to have the experts meet. ICC Judge Greenwood dismissed this application, leading to the appeal. The High Court, presided over by Mr. Justice Adam Johnson, allowed the appeal, emphasizing the need for a staggered approach and the importance of the new evidence.

The court highlighted that the Judge below focused on the wrong question and acted prematurely by not directing the experts to meet. The failure to take a staggered approach meant the Judge did not have all the necessary information to make an informed decision about the trial's adjournment.

The High Court also noted the critical importance of the valuation issue and the potential injustice of not allowing the new evidence. The decision to dismiss the application without fully exploring the experts' differing methodologies was deemed incorrect.

Consequently, the High Court allowed the appeal, setting aside the October Order and directing further proceedings to address the valuation dispute properly.