Parsadoust v Hanging Gardens Ltd [2021] EWHC 1594 (Comm) (17 June 2021)

Parsadoust v Hanging Gardens Ltd [2021] EWHC 1594 (Comm) (17 June 2021)

No binding oral agreement varying the Option Agreement was reached on 30 July 2019; the discussions were negotiations subject to a written contract that was never executed. The Defendant has no real prospect of establishing its defence. The Claimant is entitled to summary judgment for specific performance of the Option Agreement.

Citation
[2021] EWHC 1594 (Comm)
Parties
Claimant: Ali Parsadoust; Defendant: Hanging Gardens Limited
Jurisdiction
England and Wales
Judgment Date
17 June 2021
Procedural Posture
Commercial Court Claim for Specific Performance And/or Damages / Summary Judgment Application
Outcome
Summary judgment granted for the Claimant
Legal Topics
Variation of Contract, Oral Agreements, Specific Performance, Summary Judgment, Forfeiture, Anti Dilution Provisions
Contract Law Commercial Law Variation of Contract Oral Agreements Specific Performance Summary Judgment Forfeiture Anti Dilution Provisions

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Parties

Ali Parsadoust

Claimant

Hanging Gardens Limited

Defendant

Procedural Posture

Commercial Court Claim for Specific Performance And/or Damages / Summary Judgment Application

Legal Issues

  1. 1 Whether an oral agreement varying the Option Agreement was reached on 30 July 2019
  2. 2 Whether any such oral agreement was binding and enforceable
  3. 3 Whether the Claimant lost the right to exercise the Option due to an alleged forfeiture term

Ratio Decidendi

No binding oral agreement varying the Option Agreement was reached on 30 July 2019; the discussions were negotiations subject to a written contract that was never executed. The Defendant has no real prospect of establishing its defence. The Claimant is entitled to summary judgment for specific performance of the Option Agreement.

Court Disposition

Summary judgment granted for the Claimant

Orders

  • Defendant to specifically perform the Option Agreement by transferring the Option Shares to the Claimant upon payment of the option price
  • Alternative claim for damages does not arise