CA-2024-001924 - [2025] EWCA Civ 1206

Mr Butler did not press this ground of appeal in his oral submissions. He observed that the point may be peripheral at best.

I agree. It is no longer in dispute that the A Shares Breach and the B Shares Breach were both “material” and “persistent”. Mr Kulkarni does not need to invoke any estoppel to establish these points. Further, it is plain that the A Shares Breach related to the 1,651 A Shares which were not in fact registered in Mr Kulkarni’s name. The single share of which he was already the holder remained in his name and was never allotted to Gwent. Further, the estoppel for which Mr Kulkarni contends has, as it seems to me, no importance in relation to remediability. Whether the breaches which the Judge held to have been committed were “capable of remedy” does not depend on whether Mr Kulkarni is in some way to be treated as having owned all 1,652 A Shares at the time of the SHA. In particular, the A Shares Breach either could, or could not, be remedied by returning shares to the Company. The process would be the same whatever the number of shares involved and regardless of whether there was an estoppel such as Mr Kulkarni alleged.

In any event, I agree with the Judge that there was no relevant estoppel. Interpretation of a contract involves assessment of “the objective meaning of the language which the parties have chosen to express their agreement” (to quote Lord Hodge in Wood v Capita Insurance Services Ltd [2017] UKSC 24, [2017] AC 1173, at paragraph 10) or, in the words of Lord Hoffmann in Investors Compensation Scheme Ltd v West Bromwich Building Society [1998] 1 WLR 896 at 912, “ascertainment of the meaning which the document would convey to a reasonable person having all the background knowledge which would reasonably have been available to the parties in the situation in which they were at the time of the contract”. To my mind, such a “reasonable person” would not conclude that the parties to the SHA intended to bind themselves to accept that, contrary to the fact, Mr Kulkarni was already the registered owner of 1,652 A Shares, and such a construction is not consistent with the “objective meaning of the language”. In the context, the recitals to the SHA must be understood as recognising that Mr Kulkarni was entitled to 1,652 A Shares, not that he already had them. The inherent probabilities so indicate. As the Judge said, implications of Mr Kulkarni’s case are “not credible”, “remarkable” and “highly unlikely”.