Hi, Thank you for your reply. It was very helpful. My other query is: The SPA between A and B was terminated arbitrarily by A on 21/1/2005. The SPA mentioned the date of closure to be 21/6/2005. The shares were transferred to C on 13/3/2006. A had filed a company petition before the CLB against C, which was withdrawn by A on 20/3/2012. For B to claim compensation, which date should be considered for the valuation of the company shares.
is there some way to claim valuation of shares on the present date. Since the loss suffered by B is a continuing loss and an opportunity lost.
Can you also give some citations.
Asked 3 years ago in Business Law from Margao, Goa
1) what were the clauses of SPA?
2) was it coupled with consideration?
3) why did you with draw company petition filed by you ?
4) when did you file suit for damages?
5) what are the reliefs claimed in the said suit ?
6) you cannot file suit for damages now if shares were transferred in 2006 . what were you doing for 8 years ?
7) it is not possible to advice unless we peruse the papers .
8) contact a local lawyer
9) citations depend upon facts of each case
You are silent on the role of B to be played by him in relation to SPA.
SPA cannot be terminated at the will of the Principal if the same is coupled with interest . in other words if the Agent has independent interest in discharge of the duties entrusted through the SPA then the SPA can not be unilaterally revoked by the maker of SPA.
The agent(B) can claim damages in terms of the loss he suffered due to premature termination of SPA.
1. Was consideration paid while executing the SPA?
2. SPA can not be terminated unless agreed by both the parties after making settlements between themselves,
3. What was the prayer of A in his application filed before the CLB against C which was later on withdrawn by A?
4. Why was B silent for such a long time?
5. Further details are required to advise properly,
6. After plain reading of the query, B can be suggested to claim damage for arbitrary cancellation of the SPA by A.
B has paid an amount of 14 cr as part payment, which has also been forfeited by A. There is an arbitration going on. I want to know if I can take the valuation of shares to be taken on the present date. A, who was one of the shareholders had filed CP against C for mismanagement and siphoning of funds, but later transferred his shares to C, instead of B, and withdrew the complaint on the ground of settlement. Due to this from the position of being an equal shareholder the position of B is reduced to minority shareholder. Thus he has lost on a lot of money and control of the company, and is continuing to do so.
Asked 3 years ago
1) your query is lacking in details .
2) you have not replied to questions raised by us .
3)from the limited facts stated by you the complaint before CLB was with drawn in 2012 by A as per settlement arrived at with C . you have stated that the shares have been transferred in 2006 by A to C .
4) if shares had been transferred by A in 2006 suit for damages ought to have been filed within period of 3 years for loss suffered by B on account of arbitrary cancellation of SPA and for wrongful transfer of shares by A to C
5) you will have to explain the delay in filing suit for more than 9 years
6) you have not mentioned when arbitration proceedings were filed what reliefs have been claimed in said proceedings .
7)ordinarily in arbitration proceedings claim must have been made for loss suffered by B
8) it is doubtful whether your suit for damages would be maintainable now . you cant claim valuation of shares at present date as transfer has taken place in 2006 and suit ought to have been filed at earliest
What do you want to know by your subsequent query?
You are silent on the status of CP Case and the arbitration proceeding.
Both of you will have to comply the award to be granted by the arbitrator.
You can apply for stay in CP till arbitration proceeding is finished.
1. Some how it appears to me that clear picture is not being given about the matter,
2. A terminated the SPA for selling the shares to B on 21.1.2005 and sold those shares to C on 13.3.2005,
3. When was the arbitration petition against A filed by B?
4. You can claim valuation as per current price on the ground that had those shares been with you, those shares would have fetched value as per current price.
The basic principle of law that legal rights will be decided by the court on the date when cause of action is raised. In your case the later date of transfer of share shall be deemed to be the date when cause of a ton arise because transaction of valuable property raises new cause of action. So valuation of share shall be decided on the last transaction of share. If you provide some more details then just will be more helpful for me.