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Game Group plc v Electronic Boutique Inc [2003] EWCA Civ 230

7 March 2003

Contract - Company Law - Change of control clause - Claimant entered into agreement with defendant for supply of management and other services - Parties entitled to terminate services agreement on change of control - Control defined as ownership of 50 per cent of shares or right to direct policies and affairs - Service agreement substituted in favour of limited liability partnership - Owners of defendant transferred limited partner interests but retained general partner interest - No change of control because general partner interest retained even though more than 50 per cent of beneficial interest not retained The claimant, EBUK, was an English company involved in retailing computer games. The first defendant, EBI, was a US company, owned and controlled by K and his family interests, which decided to invest in EBUK in 1995 when EBUK was in financial difficulty. EBI became the largest shareholder in EBUK and appointed directors to its board. The 1995 services agreement set out the ...

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