On an appeal against the dismissal of the Appellant’s application to set aside permission to serve proceedings out of the jurisdiction, three issues arose as regards the purported exercise of a put option by the Respondents. First the proper interpretation of the put option agreement. Secondly the proper construction of the put option notice. Thirdly, whether there was an arguable case that the option exercise notice was duly delivered in accordance with the terms of the option agreement.
As regards the first issue, the Court had sufficient information upon which to construe the terms of the option agreement dispositively and concluded that the Respondent could not exercise the option validly in respect of shares it did not own. This conclusuion was sufficient to determine the appeal in favour of the Appellant. However, for completeness: if the option agreement had been exercisable in the circumstances contended for by the Respondent the terms of the notice were sufficiently certain to have constituted a valid notice and the evidence before the Court was sufficient to give rise to an arguable case that the notice had been delivered in accordance with the terms of the option agreement.
Stephen Atherton QC acted for the Respondent instructed by Linklaters