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My friend's submission is that, properly understood,
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the language that the parties used in order to give
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effect to their intention, read in the appropriate
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commercial setting, drives the court to conclude that it
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was not the intention of the parties for SISU to pay for
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the wasted professional costs of an abortive transaction
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in circumstances in which the negotiations fizzled out.
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I would invite the court to the view that in circumstances that where one of the triggers was SISU
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withdrawing its offer to purchase the shares, there is
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a compelling case to be put, which is not actually
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before the court, that there was an implied term that
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in the event that SISU did come to the view that it was
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no longer minded to complete the transaction on the
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terms contemplated by the parties when they entered into
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the ITS, that they could not stay at the negotiating
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table with their arms crossed and their mouths closed,
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lest if they were to give voice to their actual
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intention, they would thereby trigger a liability for
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costs.
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MR JUSTICE LEGGATT:
Well, the terms that were agreed
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contemplated the charity withdrawing because of
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a reduction in price or unreasonable terms.
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be one thing that would trigger the costs.
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argued that it's implicit in that that if the charity 121
That would It can be