Representing a high-profile individual in the pharmaceutical industry, based in the USA, in a complex contractual dispute.

Our commercial litigation practice represents a high-profile individual in the pharmaceutical industry, based in the USA. We represented our client’s interests in a complex contractual dispute, involving another party based overseas. This involved negotiating with the other side; substantial written and oral advocacy, both in the Court of Session and throughout an expert determination process.

Our client entered into a share purchase agreement (“SPA”), with purchasers based in Italy. The SPA included an earn-out provision, the extent of which and particulars of the sales to be included therein became a matter of dispute between the parties. 

We represented our client in a Commercial Action in the Court of Session and were successful in obtaining a court order compelling the purchaser to make available all books and accounts etc. relative to the earn-out provisions. 

Following the court-required audit, we have represented our client throughout the expert determination process: negotiating with the purchaser’s solicitor; liaising with ICAS to identify a suitable independent expert; and making written and oral submissions to this expert. An important part of this work was to persuade the expert to order the other side to undertake what was effectively a disclosure exercise and provide a huge number of documents that our client required sight of. This involved liaising with IT professionals, identifying key search terms and analysing the documents turned over to us as part of this exercise.

Key highlights

• Obtaining a court order in favour of our client compelling a contractual audit.  
• Delivering persuasive written and oral submissions to an Independent Expert.
• Working alongside forensic accountants, IT experts and legal support.

Outcome

This action is indicative of the wide range of work in which Brodies is involved. The pharmaceutical and life-sciences industry is highly specialised, and we are privileged to be entrusted to act for clients involved in such work across the world.

The positive outcome for our client demonstrates the ability of our commercial litigators to secure favourable outcomes, be that through traditional litigation in the Court of Session, or through means of alternative dispute resolution, such as expert determination.