Shaker v Vistajet Group Holding SA [2012] EWHC 1329 (Comm) (18 May 2012)

Shaker v Vistajet Group Holding SA [2012] EWHC 1329 (Comm) (18 May 2012)

The obligation to proceed in good faith and use reasonable endeavours to agree the Transaction Documents or obtain financing is unenforceable as a condition precedent to the refund of the deposit, as there are no objective criteria for the court to assess compliance. Even if enforceable, the defendant is contractually estopped from denying the claimant's compliance up to 10 December 2010, and there is no triable issue regarding the claimant's conduct thereafter.

Citation
[2012] EWHC 1329 (Comm)
Parties
Claimant: Charles Shaker; Defendant: VistaJet Group Holding SA
Jurisdiction
England and Wales
Judgment Date
18 May 2012
Procedural Posture
Commercial Court Claim for Summary Judgment / Summary Judgment Application
Outcome
Judgment for the claimant; stay of execution limited to the amount of the counterclaim.
Legal Topics
Summary Judgment, Letter of Intent, Condition Precedent, Good Faith Negotiations, Contractual Estoppel, Refund of Deposit
Contract Law Commercial Law Summary Judgment Letter of Intent Condition Precedent Good Faith Negotiations Contractual Estoppel Refund of Deposit

Case Brief

Summary, issues, holding and outcome

More case intelligence is available

Unlock the full research layer for this judgment.

Full judgment text Downloadable case file Legal principles 4 Authorities cited 11 Party arguments 2 Amounts and remedies 2
Sign in to unlock

Parties

Charles Shaker

Claimant

VistaJet Group Holding SA

Defendant

Procedural Posture

Commercial Court Claim for Summary Judgment / Summary Judgment Application

Legal Issues

  1. 1 Whether the obligation to proceed in good faith and use reasonable endeavours in the LOI is enforceable as a condition precedent to refund of deposit
  2. 2 Whether the defendant is contractually estopped from denying the claimant's good faith and reasonable endeavours prior to 10 December 2010
  3. 3 Whether there is a triable issue regarding the claimant's conduct between 10 December 2010 and 17 January 2011

Ratio Decidendi

The obligation to proceed in good faith and use reasonable endeavours to agree the Transaction Documents or obtain financing is unenforceable as a condition precedent to the refund of the deposit, as there are no objective criteria for the court to assess compliance. Even if enforceable, the defendant is contractually estopped from denying the claimant's compliance up to 10 December 2010, and there is no triable issue regarding the claimant's conduct thereafter.

Court Disposition

Judgment for the claimant; stay of execution limited to the amount of the counterclaim.

Orders

  • Defendant to refund the deposit of US$3,550,000 to the claimant.
  • Stay of execution limited to the amount of the counterclaim (EUR 202,164.35).