Perry v Abraham [2003] JRC 109A (02 July 2003)

Perry v Abraham [2003] JRC 109A (02 July 2003)

The Heads of Agreement is a binding and enforceable contract. Upon payment of £300,000 and transfer of plots 3 and 17 to Lyonesse, the plaintiff became entitled to 50% of the shares. The contract is sufficiently certain, not merely an agreement to agree, and the defendant's arguments regarding uncertainty, condition subsequent, and breakdown of trust are rejected. Specific performance is the appropriate remedy as damages are inadequate.

Citation
[2003] JRC 109A
Parties
Defendant: Roger A. Abraham; Plaintiff: Michael J. Perry
Jurisdiction
Jersey
Judgment Date
02 July 2003
Procedural Posture
Civil / Final Judgment
Outcome
judgment for the plaintiff
Legal Topics
Specific Performance, Joint Venture Agreements, Certainty in Contracts, Condition Subsequent, Good Faith in Contracts, Sale of Shares
Contract Law Equity Company Law Specific Performance Joint Venture Agreements Certainty in Contracts Condition Subsequent Good Faith in Contracts +1 more

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Parties

Roger A. Abraham

Defendant

Michael J. Perry

Plaintiff

Procedural Posture

Civil / Final Judgment

Legal Issues

  1. 1 Whether the Heads of Agreement dated 31 March 2000 constitutes a binding contract for the transfer of shares in Lyonesse Limited to the plaintiff upon payment of £300,000 and transfer of plots 3 and 17.
  2. 2 Whether the contract fails for uncertainty or is vitiated by a condition subsequent or breakdown of trust.
  3. 3 Whether the plaintiff is entitled to specific performance for the transfer of 50% of the shares in Lyonesse Limited.

Ratio Decidendi

The Heads of Agreement is a binding and enforceable contract. Upon payment of £300,000 and transfer of plots 3 and 17 to Lyonesse, the plaintiff became entitled to 50% of the shares. The contract is sufficiently certain, not merely an agreement to agree, and the defendant's arguments regarding uncertainty, condition subsequent, and breakdown of trust are rejected. Specific performance is the appropriate remedy as damages are inadequate.

Court Disposition

judgment for the plaintiff

Orders

  • Specific performance ordered: defendant to transfer 50% of the shares in Lyonesse Limited to the plaintiff or his nominee upon payment of £300,000 and transfer of plots 3 and 17.
  • Plaintiff entitled to participate in the joint venture as contemplated by the Heads of Agreement.