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

In the present case, Mr Kulkarni contends that a “contractual estoppel” arises from the recitals to the SHA. Read with schedule 1, the recitals stated that Mr Kulkarni “is the registered owner” of 1,652 A Shares in the Company.

Of course, that was not in fact the position. Mr Kulkarni had only one A Share when the SHA was entered into, and he did not become the registered owner of any more until two years later. Mr Butler did not, however, suggest that, as a result of the recitals to the SHA, Mr Kulkarni is to be taken to have been the registered owner of 1,652 A Shares at the date of the SHA for all purposes. His contention was that Mr Kulkarni has to be treated as holding the shares for the purpose of construing the parties’ obligations under the SHA and, in particular, when deciding whether there was a “material or persistent breach” which was not “capable of remedy”.