CL-2022-000025 - [2025] EWHC 2331 (Comm)

Given the conclusions I have reached above as to the remedy of specific performance, it is not necessary to deal with the alternative claim for damages or with the expert evidence of valuation that was given in relation to it. However, given that it was fully argued, I set out my views below.

The claim for damages was brought on the basis of the alleged breach by Mr Kerr of the Co-Operation Implied Term. The gist of the point was that Mr Kerr has refused to complete the transaction by way of a paper transfer of the PGC shares, insisting that they be transferred to him electronically. As set out above, I have held that Mr Kerr was not entitled to insist on such a transfer, and that Mr Perelman could properly perform his obligation to transfer the shares by way of a share transfer form. Mr Kerr, in refusing to engage with such a transfer, was in breach of the Co-Operation Implied Term. If he had not been in breach, the transfer would have completed – Mr Kerr would have had the shares and Mr Perelman the contract price. Damages are therefore assessed by reference to the difference between the contract price and the value of the PGC shares that Mr Perelman still holds.

The parties each adduced expert evidence from valuers. Mr Perelman’s expert was Mr Jim Davies of FRP Advisory Trading Limited. Mr Kerr’s expert was Mr Michael Weaver, of Kroll.

The question that both experts had been asked to opine on was: “What is the current value to Mr Perelman of the 5,337,334 shares (the “Shares”) in Pyne Gould Corporation Limited (“PGC”) currently registered in the name of Mr Perelman.” There was, therefore, no dispute between the parties as to the date at which the valuation was to be taken. They both agreed it was a “current” value, and neither party suggested any other date was appropriate.

It was also common ground between the parties (and was recorded as such in the experts’ joint statement) that:

“The Valuation Experts have been instructed to value Mr Perelman’s shares based on public information only. This means that any information that is not available in the public domain cannot be used or considered in the valuation exercise.”

I mentioned that at this stage because there were points in Mr Kerr’s submissions on valuation where he sought to place weight on information that was not in the public domain. I will return to this below.

In broad terms, by the time that the experts came to give their oral evidence, there remained only two main points of disagreement between them, as follows: