Iconic Sports Eagle Investment LLC v Textor [2025] EWHC 2620 (Comm) (17 October 2025)

Iconic Sports Eagle Investment LLC v Textor [2025] EWHC 2620 (Comm) (17 October 2025)

The obligations under Clauses 3.2 and 3.3 of the Put Option Agreement are concurrent conditions, requiring simultaneous performance by both parties. The Claimant was ready and willing to perform its obligations, while the Defendant was not ready or able to pay the Aggregate Option Price on the Repayment Date. The Defendant's construction, which would require Iconic to transfer shares before payment, is commercially unworkable and unsupported by the contract's language or context. Therefore, the Claimant is entitled to specific performance of the Defendant's obligation to purchase the shares for the Aggregate Option Price.

Citation
[2025] EWHC 2620 (Comm)
Parties
Claimant: ICONIC SPORTS EAGLE INVESTMENT, LLC; Defendant: JOHN TEXTOR
Jurisdiction
England and Wales
Judgment Date
17 October 2025
Procedural Posture
Commercial Contract Dispute / Expedited Trial of Preliminary Issues
Outcome
Judgment for the Claimant
Legal Topics
Put Option Agreement, Share Purchase, Specific Performance, Concurrent Obligations, Contract Construction
Commercial Law Contract Law Put Option Agreement Share Purchase Specific Performance Concurrent Obligations Contract Construction

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Parties

ICONIC SPORTS EAGLE INVESTMENT, LLC

Claimant

JOHN TEXTOR

Defendant

Procedural Posture

Commercial Contract Dispute / Expedited Trial of Preliminary Issues

Legal Issues

  1. 1 Whether the obligations under Clauses 3.2 and 3.3 of the Put Option Agreement are concurrent conditions
  2. 2 Whether the Claimant was ready and willing to perform its obligations under Clause 3.2 on the Repayment Date
  3. 3 Whether the Defendant was ready and willing to perform his obligations under Clause 3.3 on the Repayment Date

Ratio Decidendi

The obligations under Clauses 3.2 and 3.3 of the Put Option Agreement are concurrent conditions, requiring simultaneous performance by both parties. The Claimant was ready and willing to perform its obligations, while the Defendant was not ready or able to pay the Aggregate Option Price on the Repayment Date. The Defendant's construction, which would require Iconic to transfer shares before payment, is commercially unworkable and unsupported by the contract's language or context. Therefore, the Claimant is entitled to specific performance of the Defendant's obligation to purchase the shares for the Aggregate Option Price.

Court Disposition

Judgment for the Claimant

Orders

  • The Defendant is ordered to specifically perform his obligation to purchase the Option Shares from the Claimant for the Aggregate Option Price under the Put Option Agreement.