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Other matters
Other matters
The above determines the claims that were brought at trial. However, there were two other matters raised on which evidence, including expert evidence, was called, and which interact with some of the matters I have determined above, and about which I should therefore say something further: i) the dispute about the application of the Model Code, and ii) valuation of the PGC shares as part of the alternative claim to damages.
- 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