Neutral Citation Number: [2025] EWHC 845 (Comm)
Case No: CL-2024-000171
IN THE HIGH COURT OF JUSTICE
BUSINESS AND PROPERTY COURTS OF ENGLAND AND WALES
KING'S BENCH DIVISION
COMMERCIAL COURT
Royal Courts of Justice, Rolls Building
Fetter Lane, London, EC4A 1NL
Date: 4 April 2025
Before :
Mr Stephen Houseman KC
(Sitting as a Deputy Judge of the High Court)
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Between :
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(1) Jean-Daniel Cohen (2) Stéphane Amine (3) Henri Chalhoub |
Claimants |
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(1) RiverRock European Capital Partners LLP (2) Michel Péretié |
Defendants |
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Jonathan Cohen KC & Daniel Khoo (instructed by Browne Jacobson) for the Claimants
Richard Samuel & James Gale (instructed by Bonelli Erede Lombardi Pappalardo LLP) for the Defendants
Hearing date: 4 April 2025
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Approved Judgment
Mr Stephen Houseman KC Friday, 4 April 2025
(11.00 a.m.)
Judgment by THE DEPUTY JUDGE
a. First, the repayment terms in the MOU are not legally binding, either because there was no intention to make them so or because they are too uncertain or materially inchoate or contingent in the sense of being 'subject to contract' in the classic sense. The defendants say this whilst accepting and averring that the logically prior payment terms are legally binding.
b. Second, any such repayment obligation as may have been imposed by the MOU was one in favour of the actual payers of the €3 million, namely H and B. The defendants say there is no pleaded claim for specific performance in favour of such non-parties. They raise the spectre of double jeopardy being exposed to more than one set of lenders in respect of the same sum of money.
c. Finally, it is denied that C3 is entitled to claim on the MOU because his father signed the document in place of C3 and in his, i.e. the father's, own capacity or without requisite authority.
"A. INTRODUCTION
"The parties wish to proceed with the proposed transaction, subject to finalisation of legal documents, regulatory and investor approvals and all final board and committee approvals on the basis of the principles set out in this document ('MoU').
B. LEGAL STATUS
"This MoU is legally binding and is intended to create contractual obligations on the parties. Each of the parties agrees to negotiate in good faith and to execute formal documentation (the 'Final Documentation') that reflects the principles set out in this MoU.
This MoU replaces and cancels the previous MoU signed between parties (dated 21st of April 2022).
For the avoidance of doubt, the payment obligations set forth under Advance Payments below are legally binding and not subject to the execution of the Final Documentation.
The Final Documentation will include customary representation and warranties."
"Advance Payment
"The New Partners shall make the following payment (the 'Advance Payment'): €3,000,000 according to the following Schedule:
1,5 m€ before or on the date of signing this M0U (AP1)
1,5 m€ after an agreement has been made with CFE regarding repayment of their debt (AP2).
The Advance Payment will be converted into equity upon FCA approval of the admission of the New Partners.
Repayment of Advance Payment
"In case an agreement is not found with CFE and/or CFE does not accept to abandon their options on the RiverRock shares after sixty days have passed since the signing of this agreement, the New Partners may ask the immediate repayment of AP1 and AP2, by sending a written Repayment Notice to RiverRock.
The AP1 and AP2 will be supported by as many promissory notes as necessitated, with a due date 75 days after the signing of this MoU. Upon signing the CFE agreement, the promissory will be converted into equity according to the terms of the MoU.
The Repayment will be due at the latest 14 days after the delivery date of the Repayment Notice to RiverRock and will be subject to a 10% interest as from the due date.
RiverRock repayment's obligation is jointly and severally undertaken by MP, who will deliver a personal warranty to that effect."
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