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Conclusions
Overall conclusion
As set out above, Mr Perelman succeeds in his claims. I will therefore order i) specific performance of the SPA, including directions to the effect set out at paragraph 185 above (subject to further argument relating to interest), and ii) payment of the US$400,000 due under the ROFR plus interest at the contractual rate of 14%.
- 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