London Court Orders Specific Performance in NZ$2.08m PGC Share Dispute
A NZ$2.08 million share purchase agreement between New Zealand businessman George Kerr and Vadim Perelman collapsed into five years of litigation after the parties disagreed on settlement mechanics. The English Commercial Court has now ordered specific performance of the deal.
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A NZ$2.08 million share purchase agreement between New Zealand businessman George Kerr and Vadim Perelman collapsed into five years of litigation after the parties disagreed on settlement mechanics. The English Commercial Court has now ordered specific performance of the deal.
Deal Terms and Stalled Settlement
George Kerr agreed in June 2021 to buy 5,337,334 shares in Pyne Gould Corporation from Vadim Perelman. The price was NZ$0.39 per share for a total of NZ$2,081,560.26. The Share Purchase Agreement required completion within 30 business days.
Perelman held the shares as physical certificates. Kerr insisted on electronic transfer through the CREST system via his broker JP Morgan. Proposals for escrow or lawyer-held documents did not resolve the impasse. The transaction remained incomplete.
English Court Ruling
The English Commercial Court heard the case as Perelman v Kerr[2025] EWHC 2331 (Comm). Judge Simon Birt KC delivered judgment on the matter.
The court found the Share Purchase Agreement and the accompanying Right of First Refusal agreement legally binding. It rejected Kerr's arguments that the documents were non-binding or that Perelman had repudiated the contract. The judge identified an implied duty to co-operate and not frustrate performance. Time was not of the essence given the parties' conduct after the deadline and the interest-accrual clause.
The Royal Courts of Justice on the Strand, London — home of the English Commercial Court, which heard Perelman v Kerr [2025] EWHC 2331 (Comm) and ordered specific performance of the NZ$2.08m PGC share deal.
The court ordered specific performance. Kerr must pay the purchase price into escrow held by Perelman's solicitors at Mishcon de Reya. Perelman will then release the signed share transfer form and certificates. Kerr must also pay the US$400,000 fee due under the Right of First Refusal agreement plus 14 percent contractual interest.
The court noted the market's illiquidity made damages an inadequate remedy and supported the order for specific performance.
PGC Background and Market Context
Pyne Gould Corporation has deep New Zealand roots as a former Canterbury finance and asset management firm. George Kerr became involved as a director and controlling shareholder from around 2009 to 2011 through Pyne Family Holdings and partnerships including Baker Street Capital. The company re-domiciled aspects of its structure to Guernsey and listed on The International Stock Exchange in Guernsey.
Trading on that exchange remains thin. The court noted the market's illiquidity made damages an inadequate remedy and supported the order for specific performance.
Christchurch, Canterbury — the historical heartland of Pyne Gould Corporation, which has since re-domiciled aspects of its structure to Guernsey and listed on The International Stock Exchange there.
Parallel Proceedings and Receivership
Kerr has faced parallel proceedings in New Zealand courts. A High Court ruling placed approximately 70 percent of PGC in the hands of receivers over an $89 million debt to BNZ. BNZ has pursued enforcement actions against Kerr personally, including a March 2026 judgment ordering payment of $90 million or face bankruptcy.
PGC litigation and enforcement timeline
Key events from the 2021 share agreement to the 2026 receivership and personal bankruptcy judgment.
Source: Perelman v Kerr [2025] EWHC 2331 (Comm); NBR; BusinessDesk
Earlier Regulatory Scrutiny
In 2012 the Financial Markets Authority investigated related-party loans at PGC and conducted a raid on company premises. The High Court later ruled that raid unlawful.
Governance Lessons for New Zealand Directors
The judgment serves as a cautionary precedent for parties negotiating cross-border share transfers involving physical versus dematerialised holdings. Precise completion mechanics matter in private share deals. New Zealand directors and shareholders should structure off-market transfers with clear terms to reduce the risk of prolonged litigation and high cross-border enforcement costs.
