Is Repudiatory Remediable?

Recently, the Court of Appeal in Kulkarni v Gwent Holdings Ltd & Anor [2025] EWCA Civ 1206 (26 September 2025) held that a repudiatory breach is not automatically incapable of remedy for the purposes of a contract.

This case involved a shareholders' agreement between two shareholders. Within the shareholders' agreement there was a clause stating that a shareholder was deemed to have served a notice to transfer its shares if it committed a material or persistent breach which, if capable of remedy, was not remedied within ten business days of being notified to do so.

This is not an uncommon clause and one of the shareholders committed several breaches which included allotting shares to itself that were allocated to the other shareholder and purporting to terminate the shareholders agreement and admitted as much that its breaches were material and repudiatory.