Cindat Nephthys Holding Ltd v Hunter Holdings Ltd [2024] EWHC 1202 (Comm) (21 May 2024)

Cindat Nephthys Holding Ltd v Hunter Holdings Ltd [2024] EWHC 1202 (Comm) (21 May 2024)

The defendant's rectification case has no real prospect of success because the documentary record, negotiation history, and conduct of sophisticated parties and their lawyers all support the conclusion that the parties agreed to the put option as drafted in Clause 8.1, with no limitation linked to a change in the business plan. There is no convincing proof of a prior common intention to the contrary, and the evidence relied on by the defendant is vague, unsupported, and contradicted by the contemporaneous documents.

Citation
[2024] EWHC 1202 (Comm)
Parties
Claimant: Cindat Nephthys Holding Limited; Defendant: Hunter Holdings Limited
Jurisdiction
England and Wales
Judgment Date
21 May 2024
Procedural Posture
Commercial Court Claim for Summary Judgment / Summary Judgment Application
Outcome
Summary judgment granted for the claimant
Legal Topics
Rectification of Contract, Summary Judgment, Shareholders' Agreements, Put Option, Entire Agreement Clause
Contract Law Commercial Law Rectification of Contract Summary Judgment Shareholders' Agreements Put Option Entire Agreement Clause

Case Brief

Summary, issues, holding and outcome

More case intelligence is available

Unlock the full research layer for this judgment.

Full judgment text Downloadable case file Legal principles 3 Authorities cited 14 Party arguments 2 Amounts and remedies 3
Sign in to unlock

Parties

Cindat Nephthys Holding Limited

Claimant

Hunter Holdings Limited

Defendant

Procedural Posture

Commercial Court Claim for Summary Judgment / Summary Judgment Application

Legal Issues

  1. 1 Whether the claimant is entitled to summary judgment for breach of contract under the shareholders' agreement
  2. 2 Whether the defendant has a real prospect of success on its rectification defence to amend the put option clause

Ratio Decidendi

The defendant's rectification case has no real prospect of success because the documentary record, negotiation history, and conduct of sophisticated parties and their lawyers all support the conclusion that the parties agreed to the put option as drafted in Clause 8.1, with no limitation linked to a change in the business plan. There is no convincing proof of a prior common intention to the contrary, and the evidence relied on by the defendant is vague, unsupported, and contradicted by the contemporaneous documents.

Court Disposition

Summary judgment granted for the claimant

Orders

  • Defendant's rectification defence struck out
  • Claimant entitled to summary judgment for breach of contract under Clause 8.1 of the Agreement