Perelman v Kerr [2025] EWHC 2331 (Comm) (12 September 2025)

Perelman v Kerr [2025] EWHC 2331 (Comm) (12 September 2025)

The SPA and ROFR were legally binding agreements. There was no implied term requiring electronic settlement via CREST; settlement could be effected by delivery of paper share certificates and a transfer form. Time for settlement was not of the essence. Mr Kerr's refusal to proceed with settlement on the basis offered by Mr Perelman constituted breach. Mr Perelman is entitled to specific performance of the SPA and payment under the ROFR, together with contractual interest.

Citation
[2025] EWHC 2331 (Comm)
Parties
Claimant: Vadim Perelman; Defendant: George Kerr
Jurisdiction
England and Wales
Judgment Date
12 September 2025
Procedural Posture
Commercial Court Claim / Final Judgment After Trial
Outcome
Claim allowed
Legal Topics
Specific Performance, Share Purchase Agreement, Right of First Refusal, Intention to Create Legal Relations, Contractual Certainty, Repudiatory Breach, Implied Terms, Settlement Mechanics
Contract Law Commercial Law Specific Performance Share Purchase Agreement Right of First Refusal Intention to Create Legal Relations Contractual Certainty Repudiatory Breach +2 more

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Parties

Vadim Perelman

Claimant

George Kerr

Defendant

Procedural Posture

Commercial Court Claim / Final Judgment After Trial

Legal Issues

  1. 1 Are the Share Purchase Agreement (SPA) and Right of First Refusal Agreement (ROFR) legally binding?
  2. 2 Was there an implied term in the SPA requiring electronic settlement via CREST?
  3. 3 Was time for settlement of the SPA of the essence?

Ratio Decidendi

The SPA and ROFR were legally binding agreements. There was no implied term requiring electronic settlement via CREST; settlement could be effected by delivery of paper share certificates and a transfer form. Time for settlement was not of the essence. Mr Kerr's refusal to proceed with settlement on the basis offered by Mr Perelman constituted breach. Mr Perelman is entitled to specific performance of the SPA and payment under the ROFR, together with contractual interest.

Court Disposition

Claim allowed

Orders

  • Specific performance of the SPA: Mr Kerr to purchase 5,337,334 PGC shares from Mr Perelman at NZ$0.39 per share for NZ$2,081,560.26.
  • Mr Kerr to pay Mr Perelman USD 400,000 under the ROFR agreement.