Khashoggi Holding Company & Ors v Maurizio Molinari

Khashoggi Holding Company & Ors v Maurizio Molinari

Neither party established entitlement to terminate the SPA for repudiatory breach or frustration. Claimant was not exposed to risk of completing purchase of encumbered shares, as full title was required at completion, not at contract date. Defendants had not disabled themselves from performance; OakHill consent could be obtained. Claimant's letter of 7 April 2021 amounted to renunciation, but defendants failed to prove quantifiable loss or reliance for deceit. Both claim and counterclaims dismissed.

Parties
Claimant: Khashoggi Holding Company; Defendant: Mr Maurizio Molinari; Defendant: Mr Michele Molinari; Defendant: Mr Alessandro Privitera; Defendant: Stemic Financial Limited; Defendant: Finnat Fiduciaria SPA; Additional Counterclaimant: Metaenergia UK Limited; Additional Defendant to Counterclaim: Mr Motasem Almotazbellah Khashoggi
Jurisdiction
England and Wales
Judgment Date
20 November 2025
Procedural Posture
Commercial Claim and Counterclaim / Final Judgment After Trial
Outcome
Both claim and counterclaims dismissed.
Legal Topics
Repudiatory Breach, Frustration, Assessment of Damages, Share Purchase Agreements, Breach of Warranty, Misrepresentation, Mitigation of Loss
Contract Law Commercial Law Fraud/deceit Repudiatory Breach Frustration Assessment of Damages Share Purchase Agreements Breach of Warranty +2 more

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Parties

Khashoggi Holding Company

Claimant

Mr Maurizio Molinari

Defendant

Mr Michele Molinari

Defendant

Mr Alessandro Privitera

Defendant

Stemic Financial Limited

Defendant

Finnat Fiduciaria SPA

Defendant

Metaenergia UK Limited

Additional Counterclaimant

Mr Motasem Almotazbellah Khashoggi

Additional Defendant to Counterclaim

Procedural Posture

Commercial Claim and Counterclaim / Final Judgment After Trial

Legal Issues

  1. 1 Whether the claimant was entitled to terminate the SPA for repudiatory breach by defendants
  2. 2 Whether defendants were in repudiatory breach or disabled from performance
  3. 3 Whether claimant breached SPA by renunciation

Ratio Decidendi

Neither party established entitlement to terminate the SPA for repudiatory breach or frustration. Claimant was not exposed to risk of completing purchase of encumbered shares, as full title was required at completion, not at contract date. Defendants had not disabled themselves from performance; OakHill consent could be obtained. Claimant's letter of 7 April 2021 amounted to renunciation, but defendants failed to prove quantifiable loss or reliance for deceit. Both claim and counterclaims dismissed.

Court Disposition

Both claim and counterclaims dismissed.

Orders

  • Claim dismissed.
  • Counterclaims dismissed.