On 16 March 2023, Mr Simon Gleeson (sitting as a Deputy Judge of the High Court) awarded damages of £1.31m to the successful Claimants on the grounds that the Defendants breached a warranty in the sale and purchase agreement.
The dispute concerned the sale and purchase of shares in a company owned entirely by the Defendants. The Claim focused on breaches of two warranties. Firstly, breach of a warranty regarding the financial position, turnover and prospects of the Company. Secondly, breach of a warranty ensuring no material inaccuracies or discrepancies in company records.
The Defendants relied on two defences. Firstly, that the Claimants had actual knowledge of the facts at the relevant time and secondly, that the notice given to the Defendants under the terms of the Agreement was ineffective.
The Judge found that the Claimants did not have actual knowledge of any change in the prospects of the company at the Effective Date and the notice given satisfied the requirements of the Agreement. He decided that a breach of warranty on the part of the Defendants was established, and calculated the quantum of the claim to be £1.31m.
Mark Warwick KC appeared for the Claimants, instructed by Ince Gordon Dadds.
The full judgment can be found here.