CL-2022-000069 - [2025] EWHC 1512 (Comm)

Fecha: 13-May-2025

The Defendants’ Breaches of the APA

The Defendants’ Breaches of the APA

57.

There are two broad categories of breach of the APA on which the Claimants rely in these proceedings, namely:

(1)

The Defendants’ failure to deliver the Withheld Assets (“the Withheld Assets”) required to be transferred at the Second Closing Date.

(2)

The First, Third and Fourth Defendants’ active involvement in the establishment and development of a competing operation by the Fantuan in Australia and the Defendants’ responsibility for the same. In addition, each of the Defendants, including the Second Defendant, indirectly carried on and been engaged with businesses that compete with the EASI Business and failed to procure that no other member of the “Sellers’ Group” shall carry on or be engaged with or otherwise interested in businesses competing with the EASI Business.

58.

In their skeleton argument for trial, the Claimants submitted that the Defendants have not sought to dispute the Claimants’ central factual allegations. This is notwithstanding the Defendants’ active participation in a number of interlocutory hearings in these proceedings.

59.

However, as mentioned above, immediately prior to the commencement of the trial, the First and Third Defendants served a witness statement of Mr Peter Liu dated 12th May 2025 (in support of an application for relief from sanctions). In that witness statement, Mr Peter Liu said that “The Defendants maintain that they have a meritorious defence to the claim, which involves complex issues of fact and quantum”. I will return to the Defendants’ position below.