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

Is a shareholder who commits a material or persistent breach of the SHA to be considered to have served a Deemed Transfer Notice pursuant to clause 7.1(d) of the SHA regardless of whether the breach is remedied unless the Company’s board serves notice to remedy the breach?

Is a repudiatory breach of the SHA necessarily incapable of remedy for the purposes of clause 7.1(d)?

Do the recitals to the SHA give rise to an estoppel such that, in construing their obligations under the SHA, the parties are bound to the fiction that Mr Kulkarni was at all material times the holder of 1,652 A Shares and, if so, with what consequence?

Did the Judge wrongly exclude from consideration as regards the construction of the SHA and, in particular, remediability the pre-existing relationship between, among others, Mr Kulkarni and Mr and Mrs Lewis?

Was the Judge in any event wrong to conclude that Gwent’s breaches of the SHA were remediable?