![CL-2022-000025 - [2025] EWHC 2331 (Comm)](https://backend.juristeca.com/files/emisores/logo_WAai98v.png){kind=logo}
Conclusion on damages
Conclusion on damages
As I have noted, the question of damages does not arise given my conclusions on the remedy of specific performance. However, if I had concluded specific performance was not appropriate in this case, I would have valued Mr Perelman’s PGC shares at NZ$0.29 per share, giving him a loss per share of NZ$0.10 per share (being the difference between NZ$0.29 and the contract price in the SPA of NZ$0.39). The number of shares he contracted to sell was 5,337,334, with the result that his loss would have been NZ$533,733.40. Whether interest should have been added to that figure and, if so, at what rate and for what period, are matters on which I would have sought further submissions at a consequentials hearing had damages been a live issue.
- Heading
- Simon Birt KC
- Factual background
- The period post 19 June 2021
- The issues
- The trial
- Certain matters of background and context
- Were the SPA and the ROFR legally binding agreements?
- SPA – intention to create legal relations
- SPA – alleged lack of certainty
- The ROFR
- Conclusion on the legally binding nature of the SPA and ROFR
- Terms of the SPA
- The “Electronic Settlement Implied Term”
- The “Co-operation Implied Term”
- Was time of the essence?
- Was the SPA varied such that settlement was to be effected electronically through JP Morgan?
- Has the SPA been terminated?
- Specific Performance
- Was performance of the ROFR contingent upon performance of the SPA?
- Other matters
- The Model Code and “dealing”
- Damages
- The experts’ views
- Discussion
- Mitigation
- Conclusion on damages
- Conclusions