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

Fecha: 12-Sep-2025

The issues

The issues

48.

The first issue that arises is whether the ROFR and the SPA are each legally binding agreements. If (as Mr Kerr contends) they are not, the claims fail.

49.

If the ROFR is legally binding, Mr Kerr contends that its performance is conditional upon the completion of the sale and purchase of the PGC shares under the SPA. If (as Mr Perelman contends) its performance is not so conditional, then there is no other defence to the claim under the ROFR.

50.

In relation to the SPA, if it is legally binding, there are a number of issues, which can be summarised as follows:

Did the SPA contain an implied term (as Mr Kerr contends) that settlement was to be effected electronically using CREST? If so, was Mr Perelman in breach of that term and, if so, was that breach repudiatory?

ii)

Was the time for settlement of the SPA “of the essence” (as Mr Kerr contends)? If so, does the fact that settlement under the SPA did not take place by 30 July 2021 entitle Mr Kerr to treat the SPA as terminated?

iii)

Did (as Mr Kerr contends) Mr Perelman fail to take the steps necessary to transfer the PGC Shares such that, by his conduct, he renounced the SPA or disabled himself from performing his obligations, such that Mr Kerr is discharged from liability under the SPA?

iv)

Subsequent to the date of the SPA, did (as Mr Kerr contends) Mr Kerr and Mr Perelman enter into an agreement that settlement of the SPA would be effected electronically through or by the services of JP Morgan (or was the SPA varied to that effect)? If so, was Mr Perelman in repudiatory breach of that agreement due to Mr Perelman holding his shares in paper form (discharging Mr Kerr from his liability under the SPA)?

Does the SPA contain (as Mr Perelman alleges) an implied term that the parties would not frustrate settlement and/or would cooperate to take reasonable steps to ensure that settlement occurred (the “Cooperation Implied Term”)?

vi)

Is Mr Perelman entitled to an order for specific performance of the SPA?

vii)

(In the alternative) is Mr Perelman entitled to damages for breach by Mr Kerr of the Cooperation Implied Term and, if so, in what sum?