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 court held that the Term Sheet was a legally binding and enforceable contract, supported by consideration and intended to create legal relations. The redemption right was validly granted to Mr Gusinski and properly assigned to the Claimant. The Notice of redemption was valid and enforceable. Latvian pre-emption rights did not invalidate the Term Sheet or the Claimant's right to enforce it. The Defendant was ordered to pay the redemption price plus interest.

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

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Parties

New Media Holding Company LLC

Claimant

Ivan Kuznetsov

Defendant

Procedural Posture

Commercial Claim (debt/contract) / High Court Judgment (trial)

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 under the Term Sheet.
  3. 3 Whether the Term Sheet was supported by consideration and intended to create legal relations.

Ratio Decidendi

The court held that the Term Sheet was a legally binding and enforceable contract, supported by consideration and intended to create legal relations. The redemption right was validly granted to Mr Gusinski and properly assigned to the Claimant. The Notice of redemption was valid and enforceable. Latvian pre-emption rights did not invalidate the Term Sheet or the Claimant's right to enforce it. The Defendant was ordered to pay the redemption price plus interest.

Court Disposition

Claim allowed (judgment for the Claimant)

Orders

  • Defendant to pay the Claimant the redemption price of US$333,333 plus interest at 9% per annum from 27 November 2007 until payment.
  • Costs to be paid by the Defendant.