![CL-2022-000025 - [2025] EWHC 2331 (Comm)](https://backend.juristeca.com/files/emisores/logo_WAai98v.png){kind=logo}
Conclusion on the legally binding nature of the SPA and ROFR
Conclusion on the legally binding nature of the SPA and ROFR
As I have explained above, the parties intended to create legal relations in respect of both the SPA and the ROFR, and neither agreement was too vague, uncertain or incomplete to be enforceable. Both agreements were legally binding.
- 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