CL-2025-000010 and CL-2025-000091 - [2025] EWHC 1842 (Comm)

Fecha: 18-Jul-2025

The Deed of Covenant executed by Mr Karonis

The Deed of Covenant executed by Mr Karonis

67.

Mr Karonis did not execute a Deed of Adherence to the SHA, but he, and another shareholder in WRL, Mr Antypas (together “the WRL Shareholders”), executed a Deed of Covenant with JPM (but not WRL or Viva). This describes the SHA as an agreement between JPM and WRL, and acknowledged that JPM had provided consideration for the promises made by the WRL Shareholders in the Deed of Covenant by, inter alia, entering into the SHA.

68.

In the Deed of Covenant:

The WRL Shareholders made various promises relating to the disposal of their shares in WRL and about not encumbering or procuring the encumbering of those shares. They also agreed to procure WRL’s compliance with regulatory capital obligations and obligations relating to Intellectual Property in the Sale and Purchase Agreement (not the SHA).

ii)

Mr Karonis agreed to procure that WRL complied with clause 20.8 (default and trigger events) and clause 30.4 (warranties) of the SHA.

iii)

The WRL Shareholders agreed not to place themselves in certain positions of conflict of interest or seek to entice away certain employees or customers of the business.

iv)

JPM and the WRL Shareholders gave certain warranties to each other.

Clause 7 provided how notices were to be given “in connection with this Deed”, with notification details for JPM and each of the WRL Shareholders.

vi)

Clause 8 provided for JPM and each of the WRL Shareholders to maintain an agent for service “in England and Wales or any other proceedings in connection with this Deed.”

vii)

By clause 9, the parties agreed to incorporate various clauses of the SHA “mutatis mutandis” including clause 33, 35, 41 and 42.

69.

The Directors (I hope it is fair to say, faintly) argued that this gave Mr Karonis the benefit of clause 42 of the SHA so far as the claims against him in the Greek Proceedings are concerned. However, the effect of the words “mutatis mutandis” and “as if they were set out in this Deed” is that the anchor point of clauses 33 (and hence 35), 41 and 42 of the Deed of Covenant is, naturally enough, claims with the requisite connection to the subject matter of the Deed of Covenant. The Directors did not seek to develop the argument that there was such a connection here. Indeed, the terms of the Deed of Covenant rather suggest that when individuals were to be given the benefit of an EJC and associated provisions, then just like subsequent adherents to the SHA, this was achieved expressly and formally. The Deed of Covenant does not, therefore, provide Mr Karonis with a distinct basis not open to the other Directors to seek ASI relief.