Selected experience · Court of Appeal and High Court
Syspal Capital Ltd v Truman
[2025] EWCA Civ 469; [2024] EWHC 1561 (Ch)
[2025] EWCA Civ 469; [2024] EWHC 1561 (Ch)
Court of Appeal and High Court
2025
Sole counsel for Mr Truman, instructed by Fieldfisher LLP
Company and shareholder disputes
High Court: Mr Justice Roth
Court of Appeal: Lady Justice Asplin, Lord Justice Birss and Lord Justice Zacaroli
Alexander successfully represented Mr Truman at first instance and on appeal. The Court of Appeal dismissed the appeal and upheld the interpretation of the contractual fair-value provisions.
Case overview
The proceedings concerned the construction and operation of pre-emption and valuation provisions governing the transfer of Mr Truman's shares after his employment ended. Alexander represented Mr Truman as sole counsel in the High Court and again as sole counsel responding to the company's appeal.
Principal issues or remedies
- Construction of the contractual machinery governing the transfer and valuation of shares.
- The relationship between the relevant employment and shareholder arrangements.
- Whether the first-instance interpretation should be disturbed on appeal.
Alexander's role, work and outcome
Roth J accepted the construction advanced by Alexander for Mr Truman and determined that the compulsory-transfer provision was triggered when Mr Truman ceased to be a director in May 2023, not when he was dismissed as an employee in October 2022. The Court of Appeal dismissed the company's appeal and upheld that construction.
Why the case matters
A useful appellate illustration of the importance of the contractual text and structure when share-transfer and fair-value provisions operate across connected commercial agreements.