DFA Law
Can a serious breach of contract be fi xed? Yes – sometimes
A recent Court of Appeal decision has caused quite a stir in contract law circles, confi rming that even a repudiatory breach (one of the most serious kinds of contract breaches) can, in certain circumstances, be capable of remedy. In Kulkarni v Gwent Holdings Ltd [2025] EWCA Civ 1206
Kirsty
Simmonds Partner Corporate & Commercial Team DFA Law
(26 September 2025), the Court looked at what happens when one party seriously breaches a shareholders’ agreement (SHA), and whether that breach can still be ‘put right’ afterwards. Rohit Kulkarni (the appellant) entered into a SHA with
Gwent Holdings Limited and St Joseph’s Independent Hospital Limited back in 2020. Gwent later admitted to a series of serious breaches, including allotting itself shares that should have gone to Mr Kulkarni, and even trying to terminate the agreement. T ese breaches were accepted as material and repu-
diatory; the kind that usually allows the innocent party to walk away from the contract altogether. Mr Kulkarni argued that once a repudiatory breach has
happened it can’t be remedied, which has long been the standard legal position. T e Court of Appeal didn’t agree. T ey looked carefully
at the SHA’s transfer of shares clause, which said that if a shareholder committed a material or persistent breach that was capable of remedy, they had ten business days to fi x it once notifi ed.
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Crucially, the clause didn’t say that a repudiatory
breach was automatically irremediable. T e Court said that if the parties had wanted that to be the case, they should have made it clear in the contract. T e judges took what they called a ‘practical rather than
technical’ approach – meaning that whether a breach can be remedied depends on what’s actually possible in the real world, not just on strict legal theory.
Why this matters for business owners This case is a timely reminder that the detail in your contracts really matters. Even a serious breach might not have the eff ect you think it does, depending on how the agreement is worded. If you’re involved in a shareholders’ agreement, part-
nership or joint venture, it’s worth checking that your documents clearly spell out what happens when things go wrong – especially when it comes to breaches and remedies. If you need help reviewing or updating your
shareholders’ agreement, contact Kirsty Simmonds at DFA Law LLP, for clear, practical advice tailored to your business.
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