In a 2011 High Court ruling in porton Capital Technology Funds/3M UK Holdings Limited ( EWHC 2895 (Comm)). The facts are brief: 3M purchased a company in exchange for $10.4 million and a payment based on the net revenue of the company`s product in 2009 (a diagnosis for evidence of MRSA disease). 3M agreed in the share purchase agreement with the seller that 3M would no longer stop developing and marketing the product “without the written consent of the sellers, who should not be held back unreasonably,” to develop and market the product. Consent was obtained and rejected. 3M ceased operations despite the refusal and was then sued for breach of contract. The court ruled on the sellers. The decision is based on the principles established in landlord-tenant cases: (1) The party unreasonably darted and, as a result, the refusal of consent was in fact inappropriate. (2) The party whose agreement is sought is not required to show that it gives consent, but only that it has been appropriate in the present circumstances and that it has the right to consider its own interests (in this case, obtaining the agreed interest payment was in the best interests of the sellers). Finally (3), the party whose agreement is sought is not obliged to reconcile its own interests with those of its counterpart (3M in this case). The Commercial Court recently considered the importance of the term “inappropriately retained consent,” often in leases for which the lessor, for example, does not unreasonably consent to the assignment of the lease. However, the term is also used in commercial contracts. The facts of Porton Capital Technology Funds et al.
against 3M UK Holdings Limited and another ( EWHC 2895 (Comm) ] are as follows: The Tribunal concluded that the phrase “what consent should not be denied inappropriately” should not be construed as a characterization of the tenants` association. On the contrary, it is essentially an agreement of the lessor, 3 The United Kingdom High Court in Porton Capital Technology Funds/3M UK Holdings Ltd – 3M Company  EWHC 2895 (Comm) recently used the meaning of the phrase “who should not be held inappropriately” as part of an obligation to obtain the consent of a party in a share purchase agreement (SPA).