Cindat Nephthys Holding Limited v Hunter Holdings Limited

Cindat Nephthys Holding Limited v Hunter Holdings Limited

Oaktree’s rectification case had no real prospect of success because there was no convincing documentary or witness evidence that the parties had a common intention to limit the put option as Oaktree contended. The negotiations and final Agreement, conducted by sophisticated parties with legal representation, expressly provided for an unconditional put option. The absence of any documentary support, the clarity of the contractual wording, and the improbability of the alleged mistake justified summary judgment for Cindat.

Parties
Claimant: Cindat Nephthys Holding Limited; Defendant: Hunter Holdings Limited
Jurisdiction
England and Wales
Judgment Date
21 May 2024
Procedural Posture
Commercial Summary Judgment Application / Judgment on Summary Judgment Application
Outcome
Summary judgment granted for the Claimant (Cindat Nephthys Holding Limited)
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

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Parties

Cindat Nephthys Holding Limited

Claimant

Hunter Holdings Limited

Defendant

Procedural Posture

Commercial Summary Judgment Application / Judgment on Summary Judgment Application

Legal Issues

  1. 1 Whether Clause 8.1 of the Amended and Restated Shareholders’ Agreement should be rectified for common mistake
  2. 2 Whether summary judgment should be granted to Cindat for breach of contract under the put option

Ratio Decidendi

Oaktree’s rectification case had no real prospect of success because there was no convincing documentary or witness evidence that the parties had a common intention to limit the put option as Oaktree contended. The negotiations and final Agreement, conducted by sophisticated parties with legal representation, expressly provided for an unconditional put option. The absence of any documentary support, the clarity of the contractual wording, and the improbability of the alleged mistake justified summary judgment for Cindat.

Court Disposition

Summary judgment granted for the Claimant (Cindat Nephthys Holding Limited)

Orders

  • Oaktree to pay the Put Option Price to Cindat (amount to be agreed, calculated in accordance with Clause 8.2 of the Agreement)
  • Oaktree to take all steps required to effect Transfer Completion as defined in the Agreement