Vadim Perelman v George Kerr

Vadim Perelman v George Kerr

Both SPA and ROFR are legally binding. SPA does not contain an implied term requiring electronic settlement; paper transfer is valid. Time for settlement is not of the essence. SPA was not varied to require JP Morgan settlement. Mr Perelman did not renounce or disable himself from performing. Mr Kerr breached the co-operation implied term by refusing paper transfer. Specific performance is granted due to illiquidity of PGC shares. ROFR is not contingent on SPA performance. Damages would be calculated at NZ$0.29 per share if specific performance were not granted. Model Code does not prohibit settlement in this case as beneficial interest passed at contract formation.

Parties
Claimant: Vadim Perelman; Defendant: George Kerr
Jurisdiction
England and Wales
Judgment Date
09 December 2025
Procedural Posture
Commercial Court Claim / Final Judgment After Trial
Outcome
Claimant succeeds. Specific performance of SPA ordered. Payment under ROFR ordered.
Legal Topics
Specific Performance, Share Sale Agreements, Implied Terms, Right of First Refusal, Damages, Market Practice, Listing Rules, Model Code, Mitigation
Contract Law Commercial Law Specific Performance Share Sale Agreements Implied Terms Right of First Refusal Damages Market Practice +3 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 requiring electronic settlement via CREST?
  3. 3 Was time for settlement of the SPA of the essence?

Ratio Decidendi

Both SPA and ROFR are legally binding. SPA does not contain an implied term requiring electronic settlement; paper transfer is valid. Time for settlement is not of the essence. SPA was not varied to require JP Morgan settlement. Mr Perelman did not renounce or disable himself from performing. Mr Kerr breached the co-operation implied term by refusing paper transfer. Specific performance is granted due to illiquidity of PGC shares. ROFR is not contingent on SPA performance. Damages would be calculated at NZ$0.29 per share if specific performance were not granted. Model Code does not prohibit settlement in this case as beneficial interest passed at contract formation.

Court Disposition

Claimant succeeds. Specific performance of SPA ordered. Payment under ROFR ordered.

Orders

  • Specific performance of SPA: Mr Kerr to pay NZ$2,081,560.26 (plus interest, subject to further argument) to Mishcon de Reya; Mishcon to deliver executed share transfer form and certificates to Mr Kerr upon receipt.
  • Payment of US$400,000 under ROFR plus contractual interest at 14%.