A particularly demanding (and, ultimately, rewarding) week saw our Litigation team successfully secure two urgent back-to-back freezing orders in the same proceedings, against a rapidly evolving factual and legal background.
The Dispute
The dispute arose from the purported termination of a share sale and purchase agreement concerning a real estate company, with an agreed purchase price of €14.9 million.
Late on a Friday evening, the vendors purported to terminate the agreement, in circumstances indicating that they intended to sell their shares to a higher bidder. Acting swiftly, our team commenced proceedings on Monday and secured an urgent injunction restraining the disposal, transfer or encumbrance of the shares and/or the company’s assets to any third party.
Upon service of the order, however, it emerged that the transaction the injunction was intended to prevent had essentially already taken place over the weekend.
An Immediate Change of Course
This development required an immediate reassessment of the proceedings. The evidence that emerged indicated that a series of coordinated actions had preceded and followed the purported termination, culminating in the sale of the shares to a higher bidder which, on our clients’ case, were intended to deprive them of their contractual rights.
The pleadings were amended the next day to join the new purchaser as a defendant and a fresh urgent freezing application was pursued. The Court agreed that a further injunction should be issued ex-parte against the new purchaser, preserving the assets pending determination of the dispute.
Swift Action and Complex Legal Issues
The case is a reminder of the importance of swift and coordinated action in high-value commercial disputes, particularly where the subject matter of the proceedings may change hands within a matter of hours.
Beyond the urgency and procedural challenges involved, the case raises significant questions of contract and equity, including the availability of specific performance and, importantly, the circumstances in which a third-party purchaser who acquires property in breach of an existing sale agreement may be ordered, through equitable remedies, to return the asset and account for proceeds.
How We Can Assist
Securing two injunctions in the space of one week, in circumstances that required rapid adaptation to an evolving factual and legal landscape, is a testament to the dedication and expertise of our Litigation team. Our team regularly advises and represents clients in complex commercial and corporate disputes, including matters requiring urgent interim and injunctive relief, asset preservation measures, and remedies arising from high-value corporate and real estate transactions.
If you require advice or assistance in relation to any contentious matter, please do not hesitate to contact us at litigation@cypruslaw.com.cy.
