To Consent Or Not To Consent

In Porton Capital Technology Funds v. 3M UK Holdings Ltd & 3M Company¹, the English High Court considered the concepts underlying the requirement to seek and obtain consent on the one hand, and the countervailing measure of other parties entitlement not to consent. The phrase "subject to consent, such consent not to be unreasonably withheld" is regularly used by lawyers and is often viewed as an innocuous concession that demonstrates the reasonability. The Porton Capital case considered the consent concept².

The High Court in England held that vendors of a business on an earn-out basis had not unreasonably withheld their consent to the cessation of the business and were entitled to damages for breach by the purchaser of its contractual obligations to diligently seek regulatory approval for the product and to market it actively. Such judgment and order was made in context where the defendants argued that they had always acted in good faith and in accordance with