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

Both at trial and in his skeleton argument for this appeal, Mr Kulkarni’s case focused principally on the pre-existing relationship between Mr Kulkarni, on the one hand, and Mr Lewis and his wife, on the other. As explained in the skeleton argument, Mr Kulkarni contends that there was a pre-existing friendship between these three which formed part of the factual matrix against which the SHA fell to be construed but which the Judge disregarded. Neither the fact that the SHA did not contain any duty of trust or confidence nor the fact that the parties negotiated in their own interests rendered the prior relationship irrelevant to the construction of the SHA, it was argued. Further, while Mr and Mrs Lewis were not themselves parties to the SHA, Gwent was, and Mrs Lewis was that company’s shareholder and director while her husband was its directing mind.