RGI International Ltd & Anor v Synergy Classic Ltd & Ors

RGI International Ltd & Anor v Synergy Classic Ltd & Ors

Clause 5.2(b) of the SOA is satisfied where shares are issued to a nominee at the request of the Investor, and the term 'Investor' includes the beneficial owner of shares held through a nominee. RGI complied with its obligations and did not breach clause 5.2(b); therefore, Synergy had no right to exercise the First Shares Put Option.

Parties
First Claimant: R.G.I International Limited; Second Claimant: D.E.S. Commercial Holdings Limited; Defendant: Synergy Classic Limited; Third Party: Boris Kuzinez; Fourth Party: Jacob Kriesler
Jurisdiction
England and Wales
Judgment Date
19 December 2011
Procedural Posture
Commercial / Summary Judgment Application
Outcome
Summary judgment granted for the Claimant
Legal Topics
Construction of Contract, Share Subscription Agreements, Summary Judgment, Waiver of Contractual Terms
Contract Law Commercial Law Construction of Contract Share Subscription Agreements Summary Judgment Waiver of Contractual Terms

Case Brief

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Parties

R.G.I International Limited

First Claimant

D.E.S. Commercial Holdings Limited

Second Claimant

Synergy Classic Limited

Defendant

Boris Kuzinez

Third Party

Jacob Kriesler

Fourth Party

Procedural Posture

Commercial / Summary Judgment Application

Legal Issues

  1. 1 Whether RGI breached clause 5.2(b) of the Share Subscription and Option Agreement (SOA)
  2. 2 Whether Synergy validly exercised the First Shares Put Option under the SOA
  3. 3 Whether shares issued to a nominee satisfy the requirement to issue shares to the 'Investor' under the SOA

Ratio Decidendi

Clause 5.2(b) of the SOA is satisfied where shares are issued to a nominee at the request of the Investor, and the term 'Investor' includes the beneficial owner of shares held through a nominee. RGI complied with its obligations and did not breach clause 5.2(b); therefore, Synergy had no right to exercise the First Shares Put Option.

Court Disposition

Summary judgment granted for the Claimant

Orders

  • Declaration that RGI has not breached clause 5.2(b) of the SOA
  • Declaration that Synergy has no right to exercise the First Shares Put Option