The High Court has held that a purchaser was entitled to an award of damages amounting to the full purchase price under a share purchase agreement (“SPA”), where the sellers were found in breach of warranty relating to the accounts of the target company: 116 Cardamon Ltd v MacAlister & Anor [2019] EWHC 1200 (Comm). … Read more
The Court of Appeal has held that an exclusive jurisdiction clause in a settlement agreement between an employer and employee was not effective to give jurisdiction to the chosen court. The dispute related to an individual contract of employment and the jurisdiction agreement had not been entered into after the particular dispute had arisen, as … Read more
The Court of Appeal has upheld a decision that a share purchase agreement and disclosure letter should be rectified, with the effect that the defendant sellers of two property development companies gave an unqualified warranty that the companies owned certain freehold properties. In fact, those properties were owned by another of the defendants’ companies which … Read more
A recent Court of Appeal judgment provides further assurance that jurisdiction clauses within standard form ISDA documentation will not readily be displaced by contrary jurisdiction clauses in related contracts: BNP Paribas SA v Trattamento Rifiuti Metropolitani SPA [2019] EWCA Civ 768. Upholding the first instance decision, the Court of Appeal gave effect to an English … Read more
Sometimes what appears to be an agreement is not in fact binding, for example because it is incomplete or its terms are uncertain, or perhaps because the necessary contractual intention is lacking. Conversely, a binding agreement might be reached despite appearances to the contrary, for example where parties commence work before a formal agreement is signed. In this first of … Read more
The Court of Appeal has held that, where a buyer wrongly terminated a two year contract, the seller could only claim its own loss of profit and not that of a sister company that was supplying 50% of the products in question: BV Nederlandse Industrie Van Eiprodukten v Rembrandt Enterprises, inc [2019] EWCA Civ 596. … Read more
The High Court has dismissed a purchaser’s claim for breach of warranty under a share purchase agreement (“SPA”) where it alleged that damages should be assessed on a “hypothetical indemnity” basis, ie on the basis that had the true position been known, the purchaser would have contracted for an indemnity that it did not in … Read more
A recent Court of Appeal decision has illustrated the strict operation of the common law rule against relying on evidence of pre-contractual negotiations to interpret contracts. The decision confirms that, while it is permissible for a court to take into account pre-contractual material for the limited purpose of understanding the genesis and commercial aim of … Read more
