The High Court held that an equity term sheet (ETS) created binding obligations to issue management equity, despite definitive documents never having been agreed. The dispute arose from A's acquisition of D in 2022. The ETS was entered into in 2021, alongside other documents relating to the acquisition of D, including a share purchase agreement (SPA). The claimants (C), who were D's CEO and COO, claimed management equity entitlements under the ETS. A contended that the ETS o