Aymes International limited v Nutrition 4U B.V. & Ors

Aymes International limited v Nutrition 4U B.V. & Ors

Time was not of the essence for completion of the option contract; the option consideration of €537,500 is to be included in the calculation of Company Value for the share purchase price; the claimant is entitled to specific performance of the option contract; and the CEO contract terms must be settled with reference to Dutch law and the court's guidance, as neither party's draft was entirely reasonable.

Parties
Claimant: Aymes International Limited; First Defendant: Nutrition 4U B.V.; Second Defendant: NutriMedical B.V.; Third Defendant: Sander Ketelaar
Jurisdiction
England and Wales
Judgment Date
11 September 2024
Procedural Posture
Civil (contract/commercial) / Judgment After Trial
Outcome
Specific performance granted; declarations granted; no damages awarded; costs and final order to be determined at a further hearing.
Legal Topics
Option Contracts, Specific Performance, Share Purchase Agreements, Contractual Interpretation, Good Faith, Remedies for Breach of Contract
Contract Law Equity Commercial Law Option Contracts Specific Performance Share Purchase Agreements Contractual Interpretation Good Faith +1 more

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Parties

Aymes International Limited

Claimant

Nutrition 4U B.V.

First Defendant

NutriMedical B.V.

Second Defendant

Sander Ketelaar

Third Defendant

Procedural Posture

Civil (contract/commercial) / Judgment After Trial

Legal Issues

  1. 1 Whether time was of the essence for completion of the option contract for the purchase of shares
  2. 2 Whether the consideration paid for the grant of the option is to be included in the formula for calculating the purchase price for the shares
  3. 3 Whether the claimant is entitled to specific performance of the option contract and the terms of any such order

Ratio Decidendi

Time was not of the essence for completion of the option contract; the option consideration of €537,500 is to be included in the calculation of Company Value for the share purchase price; the claimant is entitled to specific performance of the option contract; and the CEO contract terms must be settled with reference to Dutch law and the court's guidance, as neither party's draft was entirely reasonable.

Court Disposition

Specific performance granted; declarations granted; no damages awarded; costs and final order to be determined at a further hearing.

Orders

  • Declarations that the option contract remains valid and specifically enforceable, and that the option consideration is included in Company Value for the share price calculation.
  • Order for specific performance of the option contract, requiring Nutrition 4U to transfer the shares in NutriMedical to the claimant upon issue of shares in the claimant to Nutrition 4U, valued at €526,930.