Tartsinis v Navona Management Co [2015] EWHC 57

Case note posted with thanks to 7 King’s Bench Walk.

An apparently normal case – a dispute under a Share Transfer Agreement – resulted in a very unusual outcome in commercial litigation – a successful claim for rectification. Two individuals, Tartsinis and Nikolaou, agreed to sell their shares in a company that owned a fleet of 5 ships to the Defendant Navona – a company represented and controlled by a prominent Greek shipowner, Kriton Lentoudis.  Some time after the transaction had closed, they sued Navona alleging that, under the STA, it owed them $13 million. This was on the basis of an interpretation of the STA that looked plausible on paper, but which Navona said was not what the parties had agreed.  Navona counterclaimed on the basis that the STA should be rectified so as to reflect their true agreement.  There were intense factual disputes about the course of the negotiations leading up to the STA. At trial there were three challenges: (1) to break down the evidence of Mr Tartsinis and persuade the Judge that he was untruthful; (2) to persuade the Judge that the case satisfied the strict legal criteria for rectification; and above all (3) to overcome the inevitable cosmetic difficulties associated with a rectification case – in particular, that reliance on rectification is generally seen as a sign of desperation.

Ultimately the Judge was satisfied on all these points. The Judgment also contains a notable review of the law on rectification.