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‘Postponement right’ in share options plan cannot be extinguished by one party’s breach of contract
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High Court, following delivery of its principal judgment granting specific performance of provisions of shareholders' agreement entered into between the parties conferring the plaintiff the right to exercise certain share options, prior to perfection of the order decides that the plaintiff may postpone payment for such exercise in accordance with the terms of the agreement for some two years, on the grounds that: (1) the defendant, by virtue of the wording of the agreement, cannot seek to benefit from its own breach of contract by denying the plaintiff, in effect, its contractual right to postpone such payment; and (2) a conditional stay may be granted which immediately grants the plaintiff a legally enforceable contractual right to petition a foreign court together with the right to obtain all information which would be available to a shareholder in the same foreign jurisdiction, in accordance with the terms of agreement between the parties.
Issues following delivery of judgment granting order for specific performance - application for stay - payment postponement issue - procedure for exercise of share options - principle that party may not seek to benefit from its own breach of contract - interpretation of contracts - rule of construction - whether any provisions in share option agreement which would rebut presumed intention of parties that neither could take advantage of its own breach of contract - right to petition Enterprise Chamber - correspondence between parties regarding applicability of stay - conditions on stay - plaintiff's undertaking as to damages.
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