Following on from the analysis of West Ham United’s full year accounts for 2024/25, it’s worth looking at the legal disputes over more than a dozen years related to the London Stadium’s landlord and tenant

The commercial and legal history of the London Stadium, particularly the relationship between the landlord, E20 Stadium LLP , now re-branded London Stadium LLP,  (a subsidiary of the London Legacy Development Corporation), and its anchor tenant, WH Holding Limited (the parent company of West Ham United Football Club), has been one of the most protracted and complex sports-related litigation in English legal history. 

This relationship, governed by a 99-year concession agreement signed in 2013, has been the subject of multiple High Court and Court of Appeal proceedings, centering on seating capacity, litigation privilege, professional negligence, and, most recently, the activation of anti-embarrassment or overage clauses following significant corporate investment.

The foundational document of this relationship is the Concession Agreement dated March 22, 2013. This agreement was drafted to facilitate West Ham United’s move from the Boleyn Ground to the former Olympic Stadium, a transition designed to provide a sustainable legacy for the 2012 London Games. However, the agreement was fraught with complexities regarding the division of operational costs and revenue-sharing mechanisms.

Under the terms of the agreement, E20 Stadium LLP granted a 99-year concession to WH Holding Limited to use the stadium for football matches. The financial structure of the deal was highly controversial, with public scrutiny focusing on the relatively low rent paid by the club and the significant costs borne by the taxpayer for stadium transformations.

To mitigate the political risk of the club being sold for a significant profit shortly after benefiting from a taxpayer-funded venue, Clause 20 was inserted as an anti-embarrassment provision.

Clause 20 was designed to trigger a payment, defined as the Stadium Premium Amount if relevant shareholders disposed of their interests in the club for a value exceeding a predefined threshold. This threshold was set at £125 million, representing a baseline equity valuation.

The clause aimed to capture a percentage of the capital gains realised by the principal owners, primarily David Sullivan and the late David Gold, during the first decade of the club’s tenure at the stadium.

The calculation of the stadium premium amount relied on the consideration received for a qualifying transaction. The definition of consideration included several sub-clauses, (a), (b), and c which provided different methodologies for determining the value of shares or options, often involving the extrapolation of a 100% club valuation from minority stake sales.

The inherent ambiguity in whether these sub-clauses should be applied cumulatively or alternatively became the core of the 2025 manifest error case.

2018 litigation: Seating capacity and  doctrine of good faith

The first major legal rift occurred over the agreed capacity of the stadium. While the stadium could physically accommodate 66,500 spectators for certain events, the Concession Agreement defined the agreed capacity for football matches as a minimum of 53,500 seats. West Ham sought to increase this to 60,000, and eventually 66,000, to capitalise on their significantly larger season ticket base and match-day demand.

The club commenced Part 8 proceedings in the High Court (WH Holding Ltd v E20 Stadium LLP EWHC 2578 (Ch)), contending that E20 was in breach of an implied duty of good faith by failing to take all reasonable steps to obtain the necessary safety certificates and grantor consents to maximise the seating capacity.

 West Ham argued that the agreement was a relational contract, necessitating mutual trust and cooperation, and that E20 was withholding consent as a tactical maneuvre to renegotiate the usage fee.

Procedural conflict and litigation privilege

The 2018 capacity case is legally significant primarily for its interlocutory battle over disclosure and privilege. E20 had redacted or withheld thousands of documents on the grounds of relevance and litigation privilege. West Ham challenged these redactions, leading to two seminal Court of Appeal hearings.

In WH Holding Ltd v E20 Stadium LLP (No. 2) EWCA Civ 2652, the Court of Appeal addressed whether litigation privilege protected internal emails between board members that discussed commercial settlement terms. E20 asserted that since litigation was in reasonable contemplation, any discussions regarding its avoidance or settlement were privileged.

The court, however, rejected this expansion of the privilege doctrine. It held that for litigation privilege to apply, the communication must be for the dominant purpose of obtaining information or advice in connection with the conduct of litigation.

Purely commercial strategy discussions, even those regarding settlement, did not meet this threshold and were ordered to be disclosed.

This case established a strict boundary for in-house lawyers and corporate boards: internal communications discussing the bottom line for a settlement are disclosable unless they specifically incorporate legal advice or were generated to gather evidence.

Financial instability and onerous contract provisions

The legal disputes must be viewed in the context of E20’s deteriorating financial position. As a public entity funded by the GLA, E20 faced intense pressure to maximise revenue. Financial statements for 2016/17 through 2022/23 reveal that the stadium was operating under a massive onerous contract provision.

Under IAS 37, a contract is deemed onerous if the unavoidable costs of meeting the obligations under the contract exceed the economic benefits expected to be received. For E20, the West Ham Concession Agreement and the UK Athletics Access Agreement were both classified as onerous. The provision for these losses reached £208.3 million by March 2025, driven by the costs of relocatable seating, a complex mechanical process required to switch the stadium from football mode to athletics mode, and the costs of match-day operations which E20 was largely responsible for under the 2013 terms.

The financial pressure led E20 to launch a professional negligence claim against the law firm Allen & Overy, who had drafted the 2013 agreement. E20 alleged that the drafting failures in the concession agreement left the taxpayer with disproportionate costs and limited revenue-sharing potential. This claim was settled confidentially in August 2022, with the proceeds recognised as exceptional income in the 2022/23 financial statements.

2021 Kretinsky investment and the option payment dispute

The most significant legal conflict regarding Clause 20 arose following the investment by Czech billionaire Daniel Kretinsky. In November 2021, Kretinsky’s investment platform, 1890 Holdings AS, acquired a 27% stake in WH Holding Limited. This transaction was complex, involving three distinct elements that challenged the technical definitions in the overage clause.

The total deal, valued at approximately £180–200 million depending on the metrics used, comprised:

1. The acquisition of 187 existing shares from relevant shareholders (David Sullivan and the Gold family) for roughly £25.8 million.
2.  A £125 million injection of new capital into the club through the issue of 688 new ordinary shares.
3. The payment of an £18 million non-refundable premium to David Sullivan for an option to purchase a further 1,022 shares at a future date.

While the parties agreed that the direct sale of 187 shares triggered an overage payment of £2,532,541.65 (which West Ham paid in August 2022), they fundamentally disagreed on the treatment of the £18 million option premium. E20 contended that the share sale and the call option formed a single qualifying transaction under Clause 20. Under this view, the £18 million premium should be added to the share sale consideration, triggering a further Stadium Premium Amount of approximately £3.6 million.

West Ham argued that the call option was a separate transaction and that, taken in isolation, it did not meet the threshold amount of £125 million necessary to activate Clause 20. Furthermore, the club pointed out that the option was never exercised, meaning no actual transfer of shares occurred beyond the initial 187.

Pursuant to Clause 50 of the agreement, the dispute was referred to Terence Mowschenson KC for expert determination. In February 2023, the Expert found in favor of E20 Stadium LLP. Mowschenson KC concluded that the 2021 deal was a single commercial arrangement and that the broad definition of a qualifying transaction, which explicitly included options, justified combining the components.

The Expert applied a blended calculation, using multiple sub-clauses of the consideration definition. He accepted E20’s approach, which involved taking the actual consideration from one part of the deal and combining it with an extrapolated valuation from another part to arrive at the £3.6 million figure. West Ham immediately challenged this, alleging manifest error.

High Court: WH Holding Limited v E20 Stadium LLP 

In December 2024, West Ham filed a Part 8 application in the High Court, seeking a declaration that the Mowschenson determination was not binding. The case was heard by Paul Mitchell KC, sitting as a Deputy High Court Judge.

The High Court judgment, handed down on January 27, 2025, sided with West Ham. Judge Mitchell identified two manifest errors in the Expert’s reasoning. First, he found that the Expert had misread the definition of consideration, which used the disjunctive or between its sub-clauses.  By blending these clauses to create a hybrid calculation, the Expert had performed an exercise that had no basis in the rules of the agreement.

Second, the Judge ruled that the Expert had wrongly characterised the multiple agreements as a single qualifying transaction. He noted that the agreement provided no mechanism for calculating a unitary premium from fragmented deals involving different counterparties. Mitchell KC rejected E20’s submission that a manifest error must be a howler or a blunder so obvious it “hits you between the eyes,” arguing instead that a clear departure from the express terms of a reasoned contract was sufficient to meet the threshold.

Court of Appeal reversal: WH Holding Ltd v London Stadium LLP 

E20 Stadium LLP (now re-branded as London Stadium LLP) appealed to the Court of Appeal. The judgment in WH Holding Ltd v London Stadium LLP EWCA Civ 153, delivered on February 23, 2026, restored the Expert’s determination.

Lord Justice Phillips, writing for the court, emphasised the extremely high bar for manifest error.  He held that manifest error is limited to “oversights and blunders so obvious… as to admit of no difference of opinion”. The Court of Appeal found that the Expert’s interpretation of the qualifying transaction and the calculation formula, while perhaps legally debatable, was at least arguable.

The court noted that the word “or” can, in specific commercial contexts, bear a conjunctive meaning.  Because the overage provisions were complex and not admirably clear as the High Court judge had suggested, the Expert’s interpretation was a rational exercise of his mandate. Consequently, the determination was reinstated, and West Ham was ordered to pay the £3.6 million plus interest and substantial costs.

Tax concerns, compliance, and audit disclosures

The financial and tax dimensions of these cases have been closely monitored by the Greater London Authority (GLA) and external auditors. E20 Stadium LLP’s financial statements for the year ended March 31, 2023, signed by EY, highlight the exceptional income recognised from the club’s initial overage payment of £2.5 million.

Tax concerns primarily centered on two areas:

1. Deferred tax assets: The re-measurement of net defined benefit liabilities and the associated deferred tax assets were highlighted as critical corrections in the consolidated financial statements to comply with the CIPFA Code.
2. Internal investigations: E20 and the LLDC disclosed to auditors all information regarding internal investigations into non-compliance with laws and regulations, a standard but critical disclosure given the high-profile nature of the stadium’s financing and the use of taxpayer funds.

Additionally, the transition of the London Stadium group to GLA Land and Holdings Limited on March 31, 2025, required updated Corporation Tax calculations and enhanced disclosures regarding the de-consolidated results of the E20 group. The audit notes specifically mention the significant audit risk associated with the onerous contract provision, which management and EY’s internal experts reviewed annually to ensure the technical accounting justifications remained robust.

Legal representatives 

The litigation history of the London Stadium involves a recurring cast of senior legal figures across several distinct proceedings.

For E20 Stadium LLP / London Stadium LLP (Landlord)

• Solicitors:

• Pinsent Masons: Represented E20 in the 2021-2026 overage dispute.
• Mayer Brown: Represented E20 in the 2018 capacity and litigation privilege cases (Key Partners: Alistair Graham, Miles Robinson).

• Counsel:

• Laurence Rabinowitz KC (One Essex Court): Lead counsel in the 2026 Court of Appeal case.
• Niranjan Venkatesan KC (One Essex Court): Junior (later Silk) in the 2026 Court of Appeal case.
• Thomas Plewman KC (Brick Court Chambers): Lead counsel in the 2018 capacity and disclosure disputes.
• Laura Newton (Brick Court Chambers): Junior counsel in the 2018 disputes.

For WH Holding Limited / West Ham United FC (Tenant)

• Solicitors:

• Gateley Legal: Lead solicitors for the 2021-2026 overage dispute.
• Gowling WLG: Lead solicitors for the 2018 capacity and injunction cases (Key Partners: Patrick Arben, Emma Carr, Sean Adams).
• Mishcon de Reya: Advisory role in expert determination clauses and the 2025 High Court challenge.

• Counsel:

• Paul Downes KC (Quadrant Chambers): Lead counsel for West Ham across nearly all major stadium disputes, including the 2018 privilege appeal and the 2025/2026 manifest error cases.
• Joseph Sullivan (Quadrant Chambers): Junior counsel for West Ham in the 2018 and 2025 proceedings.
• Luka Krsljanin (2 Temple Gardens): Acted for West Ham in the landmark 2018 litigation privilege appeal.

For related third parties

• Independent expert: Terence Mowschenson KC (Wilberforce Chambers): Appointed under Clause 50 to resolve the overage dispute.
• Audit/Financial advisory: EY (Ernst & Young): Statutory auditors for E20 Stadium LLP.
• A&O litigation: Allen & Overy: Defended the professional negligence claim brought by E20 (Settled 2022).

Conclusion: 

The legal battles between West Ham United and E20 Stadium LLP have shaped the landscape of English commercial law. The 2018 litigation remains the primary authority for the limitations of litigation privilege in internal corporate settings, while the 2026 Court of Appeal ruling serves as the definitive textbook example of the narrowness of the manifest error exception in expert determination.

For practitioners, the saga underscores three critical lessons. First, expert determination is truly final and binding unless a party can point to a “genuine howler”, an interpretation that is so wrong it admits of no difference of opinion. Second, internal board communications regarding settlement are not inherently privileged; they must strictly meet the dominant purpose of legal advice or evidence gathering. Finally, the London Stadium case illustrates the extreme danger of public-private partnerships built on complex, multi-layered contracts that attempt to predict the financial fluctuations of the elite sports market.

Research resources:

• Expert determination clauses: Hammers, Howlers and the Manifest Error – Mishcon de Reya https://www.mishcon.com/news/expert-determination-clauses-hammers-howlers-and-the-manifest-error-exception
• Court of Appeal refuses litigation privilege for commercial settlement discussions – Cms.law https://cms.law/en/gbr/legal-updates/court-of-appeal-refuses-litigation-privilege-for-commercial-settlement-discussions
• Owner of stadium built for London Olympics sues law firm over advice on West Ham concession agreement – Local Government Lawyer https://www.localgovernmentlawyer.co.uk/litigation-and-enforcement/400-litigation-news/45037-owner-of-stadium-built-for-london-olympics-sues-law-firm-over-advice-on-west-ham-concession-agreement
• WH Holding Ltd v E20 Stadium LLP – Fenwick Elliott https://www.fenwickelliott.com/research-insight/newsletters/legal-briefing/2025/03
• Final whistle for ‘manifest error’ challenge as court restores stadium premium – ICLG.com https://iclg.com/news/23583-final-whistle-for-manifest-error-challenge-as-court-restores-stadium-premium
• High Court Judgment Template https://www.hsfkramer.com/dam/jcr:6d239d88-5082-41d9-8a10-5d5efacddbec/WH-Holding-Ltd-v-E20-Stadium-LLP-2018-EWHC-2784-Ch.pdf
• England: West Ham win legal dispute over London Stadium – StadiumDB.com https://stadiumdb.com/news/2025/02/england_west_ham_win_legal_dispute_over_london_stadium
• Moore Stephens Olympic Stadium Review – Greater London Authority https://www.london.gov.uk/sites/default/files/olympic-stadium-review.pdf
• VAR: Court of Appeal confirms test for “manifest error” in football expert determination – CMS https://cms.law/en/gbr/legal-updates/var-court-of-appeal-confirms-test-for-manifest-error-in-football-expert-determination
• Manifest error in expert determinations: Court of Appeal reaffirms high bar in WH Holding v London Stadium | RPC https://www.rpclegal.com/thinking/commercial-disputes/court-of-appeal-reaffirms-high-bar-in-wh-holding-v-london-stadium/
• WH Holding Ltd v London Stadium LLP [2026] EWCA Civ 153 | National Case Law Archive https://www.lawcases.net/cases/wh-holding-ltd-v-london-stadium-llp-2026-ewca-civ-153/
• High Court finds parties not bound by expert determination which contained manifest errors | Herbert Smith Freehills Kramer | Global law firm https://www.hsfkramer.com/notes/litigation/2025-03/high-court-finds-parties-not-bound-by-expert-determination-which-contained-manifest-errors
• COMMODITIES IN FOCUS WEEKLY – ISSUE 129 – Stephenson Harwood https://www.stephensonharwood.com/media/ue1bx13m/cif-weekly-129.pdf
• Emma Carr – Gowling WLG https://gowlingwlg.com/en/people/emma-carr
• WH Holding Ltd & Anor v E20 Stadium LLP [2018] EWHC 2578 (Ch) | Fenwick Elliott https://www.fenwickelliott.com/research-insight/newsletters/legal-briefing/2018/10
• wh-holding-ltd-v-e20-stadium-llp-2018-ewca-civ-2652.pdf – 25 Bedford Row https://www.25bedfordrow.com/cms/document/wh-holding-ltd-v-e20-stadium-llp-2018-ewca-civ-2652.pdf
• Litigation Privilege in the Board Room: WH Holding Ltd-v-E20 Stadium LLP [2018] EWCA Civ 2652 – 2 Hare Court | London Barristers Chambers https://www.2harecourt.com/2018/12/06/litigation-privilege-in-the-board-room-wh-holding-ltd-v-e20-stadium-llp-2018-ewca-civ-2652/
• England & Wales Court of Appeal clarifies boundaries of litigation privilege – Mayer Brown https://www.mayerbrown.com/-/media/files/perspectives-events/publications/2019/02/england-wales-court-of-appeal-clarifies-boundaries.pdf
• Litigation privilege found not to apply to internal board communications discussing settlement – Ashurst https://www.ashurst.com/en/insights/litigation-privilege-found-not-to-apply-to-internal-board-communications-discussing-settlement/
• Litigation privilege – Court of Appeal decision in WH Holding V E20 – Stewarts Law https://www.stewartslaw.com/news/litigation-privilege-need-know-following-court-appeal-decision-wh-holding-v-e20/
• The long read: privilege in a post-ENRC world | The Law Society https://www.lawsociety.org.uk/topics/in-house/the-long-read-privilege-in-a-post-enrc-world
• Litigation & Dispute Resolution – Association of Corporate Counsel (ACC) https://www.acc.com/sites/default/files/resources/upload/GLI-LDR20_E-Edition.pdf
• Handy client guide to privilege: Dominant purpose of litigation – Herbert Smith Freehills https://www.hsfkramer.com/insights/2017-03/handy-client-guide-to-privilege/dominant-purpose-of-litigation
• Joseph Sullivan | Quadrant Chambers https://www.quadrantchambers.com/our-people/joseph-sullivan
• West Ham v E20 Stadium and the rushed injunction | Gowling WLG https://gowlingwlg.com/en/insights-resources/articles/2019/west-ham-v-e20-stadium-and-the-rushed-injunction
• Thomas Plewman KC | Brick Court Chambers https://www.brickcourt.co.uk/our-people/profile/thomas-plewman-kc
• Thomas Plewman KC – London – Brick Court Chambers http://www.brickcourt.co.uk/our-people/pdf/thomas-plewman-kc
• Laura Newton KC | Brick Court Chambers https://www.brickcourt.co.uk/our-people/profile/laura-newton
• Annual report and financial statements – Queen Elisabeth Olympic Park https://www.queenelisabetholympicpark.co.uk/sites/default/files/attachments/23%20E20%20Stadium%20Financial%20Statements%202022-23%20-%20signed%20EY.pdf
• (Public Pack)Supplementary agenda Agenda Supplement for Board of the London Legacy Development Corporation, 09/12/2025 09:00 https://lldc-meetings.london.gov.uk/documents/b15816/Supplementary%20agenda%20Tuesday%2009-Dec-2025%2009.00%20Board%20of%20the%20London%20Legacy%20Development%20Corporation.pdf?T=9
• Untitled – Queen Elisabeth Olympic Park https://www.queenelisabetholympicpark.co.uk/sites/default/files/attachments/17-067.%20E20%20Board%20%26%20Committee%20papers%20Annex%20A%20E20%20Board%2020161_redacted_reduced.pdf
• Owners of London Stadium forced to pay West Ham United £3.6m – City AM https://www.cityam.com/owners-of-london-stadium-forced-to-pay-west-ham-united-3-6m/
• Public body wins Court of Appeal dispute over expert determination concerning London Stadium – Local Government Lawyer https://www.localgovernmentlawyer.co.uk/property/404-property-news/99823-public-body-wins-court-of-appeal-dispute-over-expert-determination-concerning-london-stadium
• WH Holding Ltd (claimant/respondent) v London Stadium LLP (formerly E20 Stadium LLP) (defendant/appellant) – Courts and Tribunals Judiciary https://www.judiciary.uk/live-hearings/wh-holding-ltd-claimant-respondent-v-london-stadium-llp-formerly-e20-stadium-llp-defendant-appellant/
• Appendix 5 – Letter of representation-Financial Statements.docx – Greater London Authority https://lldc-meetings.london.gov.uk/documents/s70726/Appendix%205%20-%20Letter%20of%20representation-Financial%20Statements.docx?CT=2
• West Ham wins legal dispute against stadium operator – stadiaworld https://www.stadiaworld.com/news/93619/west-ham-wins-legal-dispute-against-stadium-operator
• A false start – expert determination in the Olympic Stadium – Macfarlanes https://www.macfarlanes.com/insights/102k6us/a-false-start-expert-determination-in-the-olympic-stadium/
• Case summaries – National Case Law Archive https://www.lawcases.net/category/cases/
• West Ham considering Supreme Court appeal of Stadium bill https://readwestham.com/2026/02/25/west-ham-supreme-court-action-london-stadium
• ONLINE CONFERENCE “Get – Professional Negligence Lawyers Association https://www.pnla.org.uk/wp-content/uploads/2020/10/PNLA-Conference-Getting-back-into-the-Groove-Conference-Pack-November-2020.pdf