Dhanani v Crasnianski

Dhanani v Crasnianski

The agreement evidenced by the signed letter and term sheet was, in substance, an agreement to agree on essential matters (such as the structure, form, and location of the fund and its entities) without objective criteria for resolving outstanding issues. As such, it was too uncertain to be enforceable as a contract. There was no enforceable partnership. Even if enforceable, the Claimant failed to prove recoverable loss, as the Defendant would have exercised his right to veto investments. The Defendant was entitled to restitution of the advance, less sums for work and expenses on the soft launch.

Parties
Claimant: Karim Frederick Dhanani; Defendant: Serge Crasnianski
Jurisdiction
England and Wales
Judgment Date
15 April 2011
Procedural Posture
Commercial Contract Dispute / Final Judgment After Trial
Outcome
Claim dismissed; counterclaim allowed in part
Legal Topics
Intention to Create Legal Relations, Certainty of Terms, Agreements to Agree, Damages for Breach of Contract, Restitution, Partnership
Contract Law Commercial Law Intention to Create Legal Relations Certainty of Terms Agreements to Agree Damages for Breach of Contract Restitution Partnership

Case Brief

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Parties

Karim Frederick Dhanani

Claimant

Serge Crasnianski

Defendant

Procedural Posture

Commercial Contract Dispute / Final Judgment After Trial

Legal Issues

  1. 1 Whether the signed letter and term sheet constituted a legally binding and enforceable contract
  2. 2 Whether the agreement was too uncertain to be enforced or amounted to an unenforceable agreement to agree
  3. 3 Whether there was a repudiatory breach by either party

Ratio Decidendi

The agreement evidenced by the signed letter and term sheet was, in substance, an agreement to agree on essential matters (such as the structure, form, and location of the fund and its entities) without objective criteria for resolving outstanding issues. As such, it was too uncertain to be enforceable as a contract. There was no enforceable partnership. Even if enforceable, the Claimant failed to prove recoverable loss, as the Defendant would have exercised his right to veto investments. The Defendant was entitled to restitution of the advance, less sums for work and expenses on the soft launch.

Court Disposition

Claim dismissed; counterclaim allowed in part

Orders

  • The Claimant's claim is dismissed.
  • The Defendant's counterclaim for restitution of the advance succeeds in part; the Claimant must repay the advance less £50,000 for soft launch fees and £18,038 plus VAT for legal expenses.