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

The Claimant (“Mr Perelman”) and the Defendant (“Mr Kerr”) drew up and each signed two documents – one headed “Share Purchase Agreement” (the “SPA”) and the other headed “Right of First Refusal Agreement” (the “ROFR”) – on 19 June 2021. This dispute is about whether those two documents were legally binding and, if they were, whether they should now be performed.

In some ways, this is an odd case to have reached trial. Central to the dispute is the SPA, an agreement for the sale of shares by Mr Perelman to Mr Kerr. Mr Perelman seeks specific performance of the agreement, so he can complete the sale of shares to Mr Kerr and receive the agreed purchase price (there being effectively no liquid market for the shares). Mr Kerr still wants to buy the shares in question, and says he remains happy to pay the agreed price. One may wonder why, therefore, the relatively simple transaction has not completed. The core of the dispute between the two is how the shares should be transferred by Mr Perelman to Mr Kerr. Although there is nothing on the face of the SPA restricting how they are to be transferred, Mr Kerr has insisted that Mr Perelman has to convey the shares to him electronically (e.g. via CREST). Mr Perelman maintains he can convey them by way of delivery of a share transfer form (with the share certificates). This has led to entrenched positions, and to a number of other issues being raised, including whether the SPA (and the ROFR) are legally binding at all.