New Media Holding Company LLC v Kuznetsov [2016] EWHC 360 (QB) (26 February 2016)

New Media Holding Company LLC v Kuznetsov [2016] EWHC 360 (QB) (26 February 2016)

The Term Sheet was a legally binding contract between Mr Gusinski and Mr Kuznetsov, supported by consideration and intended to create legal relations. The redemption right was validly granted and assigned to the Claimant. The Notice of redemption was valid and enforceable. Issues under Latvian law regarding pre-emption rights did not invalidate the Term Sheet or the Notice. The Claimant is entitled to the redemption price plus interest.

Citation
[2016] EWHC 360
Parties
Claimant: New Media Holding Company LLC; Defendant: Ivan Kuznetsov
Jurisdiction
England and Wales
Judgment Date
26 February 2016
Procedural Posture
Commercial Contract Claim (debt) / High Court Trial Judgment
Outcome
Claim allowed
Legal Topics
Enforceability of Term Sheet, Redemption Rights, Assignment of Debt, Intention to Create Legal Relations, Consideration, Shareholder Rights, Latvian Company Law, Jurisdiction Clauses
Contract Law Company Law Enforceability of Term Sheet Redemption Rights Assignment of Debt Intention to Create Legal Relations Consideration Shareholder Rights +2 more

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Parties

New Media Holding Company LLC

Claimant

Ivan Kuznetsov

Defendant

Procedural Posture

Commercial Contract Claim (debt) / High Court Trial Judgment

Legal Issues

  1. 1 Whether the Term Sheet created a legally enforceable redemption right for Mr Gusinski (and thus the Claimant) against Mr Kuznetsov;
  2. 2 Whether the Notice of redemption was valid and enforceable;
  3. 3 Whether the Term Sheet was supported by consideration;

Ratio Decidendi

The Term Sheet was a legally binding contract between Mr Gusinski and Mr Kuznetsov, supported by consideration and intended to create legal relations. The redemption right was validly granted and assigned to the Claimant. The Notice of redemption was valid and enforceable. Issues under Latvian law regarding pre-emption rights did not invalidate the Term Sheet or the Notice. The Claimant is entitled to the redemption price plus interest.

Court Disposition

Claim allowed

Orders

  • Defendant to pay the redemption price of US$333,333 plus interest at 9% per annum from 27 November 2007 to the date of payment.
  • Any further consequential orders to be determined.