Background
In November 2022, Iconic Sports Eagle Investment, LLC (Iconic) entered a Put Option Agreement with John Textor, majority shareholder and CEO of Eagle Football Holdings Limited — a company with equity interests in Olympique Lyonnais and Botafogo FR. Under the agreement, Iconic could require Textor to purchase its minority stake in Eagle; the aggregate option price exceeded US$100 million. The contractual repayment date was 26 July 2024. Textor repudiated the agreement on 15 July 2024, though Iconic did not accept that repudiation and instead affirmed the contract and sued for specific performance.
A preliminary issues trial before HHJ Pelling KC in September 2025 found that the parties’ obligations under the agreement were concurrent conditions, that Iconic was ready and willing to perform at the repayment date, and that Textor was not. Textor appealed on two grounds: that the obligations were not truly concurrent, and that Iconic was not in fact ready and willing to perform. The Court of Appeal dismissed the first ground. On the second, it identified a potentially decisive passage in Snell’s Equity (35th edition, §17-038) — the “Snell Point” — which states that where a defendant has repudiated and the claimant has elected to keep the contract alive, the claimant need not show readiness to complete during the period between repudiation and the court’s order, so long as readiness exists at the date of the order for specific performance. The Court of Appeal adjourned Ground 2 and remitted two questions to the Commercial Court.
A further material development arose in January 2026, one week before the appeal was to be heard, when Textor disclosed — through his counsel’s skeleton argument — a share certificate (bearing his signature) that Iconic contended had been in Textor’s possession throughout the proceedings. This gave renewed force to the Snell Point, since Iconic maintained it was now clearly ready and willing to perform regardless of the position at the repayment date.
The Court’s Holding
Ms Lesley Anderson KC, sitting as a Deputy Judge of the High Court, was required to determine two remitted issues: first, whether Iconic should be permitted at this late stage to advance the Snell Point; and second, if so, whether Snell correctly states the law. On the first issue, the court held that permitting Iconic to run the Snell Point was not an abuse of process, applying the “broad merits-based judgment” required by Johnson v Gore Wood & Co [2002] 2 AC 1. Although the point was not raised at the preliminary issues trial, the court found the circumstances of expedited phased litigation were precisely the conditions in which material arguments can be missed, and that the Snell Point had been raised promptly once identified. Iconic’s primary case (readiness at the repayment date) remained unchanged; the Snell Point was properly pleaded as an alternative.
The court rejected Textor’s submission that he had suffered material prejudice. The allegation that disclosure would have extended to a different date range or different regulatory inquiries was unpersuasive, and the court accepted that any residual financial prejudice could be addressed by a costs order. The court also accepted Iconic’s solicitors’ evidence that the Snell Point was identified when preparing for the Court of Appeal hearing and communicated to Textor’s team without any tactical delay or bad faith. Given the potential consequence — forfeiture of a US$100 million claim — barring the point would itself have been a severe and disproportionate sanction.
On the second remitted issue — whether Snell correctly states the law — the court undertook detailed analysis of the academic authorities (Snell, Jones and Goodhart, Virgo, and Atkin’s Court Forms), all of which consistently support the proposition that a claimant who was not ready to perform at the contractual date is not thereby absolutely barred from specific performance, and that the court retains equitable discretion to grant relief where the defendant’s unaccepted repudiation was still running and the claimant can demonstrate readiness at the date of the order.
Key Takeaways
- The abuse of process doctrine can apply within phased or staged litigation, but courts will apply it only in genuinely unusual circumstances; a party raising a new legal argument as an alternative — rather than an entirely new cause of action — in the same proceedings faces a high bar before that argument is struck out.
- Multiple leading English equity textbooks, including Snell’s Equity, Jones and Goodhart, and Virgo, consistently state that a claimant seeking specific performance need not prove readiness during the period of an unaccepted repudiation, provided readiness is established at the date any order would be made — the court confirmed Iconic could advance this as a live legal argument.
- The equitable and discretionary nature of specific performance means that “readiness and willingness” is assessed as a matter of substance, not technical formality; the court endorsed the principle that the claimant’s essential obligations must be considered in context rather than through a rigid checklist.
- Disclosure of a key document (the share certificate) by the defendant at a very late stage — just before the appeal hearing — will be taken into account when assessing whether a claimant who could not previously prove an element of its case should be granted procedural latitude to advance its claim.
Why It Matters
This judgment addresses a significant and under-litigated question in English equity: whether a claimant in a specific performance action must demonstrate readiness to perform at the original contractual completion date, or whether it suffices to be ready at the time the court makes its order, at least where the defendant’s repudiation remained unaccepted and alive. The court’s endorsement of the Snell Point as a permissible legal argument — and its review of multiple converging academic authorities — signals that English courts may be receptive to a more flexible approach to the “ready and willing” requirement in cases of unaccepted repudiatory breach, particularly when the repudiating party’s own conduct contributed to the claimant’s inability to perform at the contractual date.
For practitioners advising on high-value put option and share purchase disputes, the decision also reinforces that the abuse of process doctrine is not easily invoked to bar alternative legal arguments in the same proceedings, especially in expedited or phased litigation where time pressure may cause material points to be initially overlooked. The case underscores the importance of disclosing key transactional documents promptly and the risk that late disclosure by a defendant may strengthen a claimant’s procedural position.