San Leon ELI Limited v Ocean Pearl Maritime SA

Facts

San Leon ELI Limited (San Leon) and Ocean Pearl Maritime SA (Ocean Pearl) were parties to a 2022 share transfer agreement (the 2022 STA). The shares concerned were pledged to GTB, and no transfer of ownership could take place without GTB's consent. Litigation followed over the 2022 STA. A principal part of San Leon's defence was that its payment obligation was conditional on securing GTB's consent by 31 December 2022. That litigation was compromised by a revised agreement, the 2023 STA. It required San Leon to pay US$12 million on 10 October 2023. It required Ocean Pearl, on receipt of payment, to deliver the share certificate. It also required the parties to work together to procure GTB's consent. A provision of the 2022 STA under which that agreement would terminate if GTB refused consent was removed. San Leon did not pay. Ocean Pearl served a statutory demand dated 22 February 2024 and presented a winding-up petition on 4 April 2024 under the Insolvency Act 1986. San Leon contended that its obligation to pay was conditional on GTB's consent. At the final hearing of the petition on 2 July 2025, ICC Judge Greenwood concluded that there was no real or genuine dispute about the debt. Meade J granted San Leon permission to appeal on the papers, on five interrelated grounds.