CL-2024-000186 - [2025] EWHC 1895 (Comm)

This is an application by the Claimant for summary judgment on its claim against the Defendant.

The Claimant, Columbia Pictures Corporation Limited (“CPC”), is a company incorporated under the laws of England and Wales which carries on business in, among other areas, film and television production and distribution. CPC is a subsidiary of Sony Pictures Entertainment Inc. The Defendant, Wanda Kids Cultural Development Co., Limited (“Wanda”), is a company incorporated under the laws of Hong Kong which carries on business in the media industry. Wanda is part of the Wanda Group, a Chinese multinational conglomerate which has its headquarters in Beijing, China.

This claim concerns an alleged failure by Wanda to perform its obligation pursuant to a “Put Option” in a Put and Call Option Agreement dated 16 October 2017 (the “Option Agreement”) which obliged it to purchase certain shares upon notice given by CPC for the price of US$49,000,000 (the “Sale Price”). CPC now seeks the payment of the Sale Price as a debt, alternatively damages in the same amount, or alternatively specific performance of Wanda’s obligations to purchase the shares for the sum of US$49,000,000, as well as interest on that sum.

It is apparent from the pleadings that Wanda seeks to defend the claim on the basis that its obligation to perform the Put Option was conditional upon it obtaining regulatory approval for the transaction by various governmental authorities in the People’s Republic of China (“PRC”) pursuant to a requirement that off-shore direct investment (“ODI”) be approved. Reliance was placed on the true construction of the agreement and, in the alternative, on the basis of an implied term. Since this permission was never obtained (and could not be obtained) it says it has not breached the Option Agreement and that CPC is not entitled to the relief sought.

The Claimant says that that defence has no realistic prospect of success and that accordingly summary judgment should be given for the Claimant. A “realistic” defence is one that carries some degree of conviction. It is more than merely arguable; see Easyair Ltd. v Opal Telecom Ltd. [2009] EWHC 339 (Ch) at paragraph 15.