Aymes International Ltd v Nutrition 4u BV & Ors [2023] EWHC 1452 (Ch) (19 June 2023)

Aymes International Ltd v Nutrition 4u BV & Ors [2023] EWHC 1452 (Ch) (19 June 2023)

Time was not of the essence for completion of the option contract; the contract did not lapse when completion did not occur by the specified date. The option consideration paid for the grant of the option was not to be included in the formula for calculating the purchase price for the shares. The claimant was entitled to specific performance of the option contract, subject to the terms set out in the judgment, including the appointment of an independent accountant to determine Company Value if not agreed.

Citation
[2023] EWHC 1452 (Ch)
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
19 June 2023
Procedural Posture
Part 7 Claim / Trial Judgment
Outcome
Claim allowed in substantial part
Legal Topics
Option Contracts, Specific Performance, Share Purchase Agreements, Contractual Interpretation, Good Faith in Contracts
Contract Law Equity Option Contracts Specific Performance Share Purchase Agreements Contractual Interpretation Good Faith in Contracts

Case Brief

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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

Part 7 Claim / Trial Judgment

Legal Issues

  1. 1 Whether time was of the essence for completion of the option contract to purchase shares
  2. 2 Whether the consideration paid for the grant of the option is included in the formula for calculating the purchase price
  3. 3 Whether the purchaser is entitled to specific performance of the option contract and on what terms

Ratio Decidendi

Time was not of the essence for completion of the option contract; the contract did not lapse when completion did not occur by the specified date. The option consideration paid for the grant of the option was not to be included in the formula for calculating the purchase price for the shares. The claimant was entitled to specific performance of the option contract, subject to the terms set out in the judgment, including the appointment of an independent accountant to determine Company Value if not agreed.

Court Disposition

Claim allowed in substantial part

Orders

  • Declaration that time was not of the essence for completion of the option contract
  • Declaration that the option consideration is not to be included in the Company Value calculation for the share purchase price