On 9 October 2009, Arnold J handed down his judgment in Invertec Limited v De Mol Holding BV & Anr [2009] EWHC 2471 (Ch). Romie Tager QC and Ian Clarke appeared for the successful Claimant company.
The Claimant (“Invertec”) made a number of claims arising out of the sale by the First Defendant (“DMH”) to Invertec of the entire issue share capital in Volante Public Transportation Interior Systems Limited (“Volante”) under a Sale and Purchase Agreement dated 6 October 2005 (“the SPA”). Invertec claimed that it was induced to enter into the transaction by a number of fraudulent misrepresentations by DMH and Mr de Mol, a director of DMH, which became warranties in the SPA. Those representations concerned (i) Volante’s July and August 2005 management accounts, (ii) its solvency, (iii) its corporation tax liability with regard to the year ended June 2004 and (iv) a contract with one of Volante’s customers, Alstom Transportation SA (“Alstom”). Invertec also advanced claims for negligent misstatement and under section 2(1) of the Misrepresentation Act 1967. Invertec claimed as damages: (i) the initial consideration it paid for the shares in Volante, namely £1,512,113; (ii) monies lent by it to Volante following the acquisition which it lost when Volante went into administration on 11 December 2006, in the sum of £1,521,441; and (iii) monies paid by it to DMH under a Management Services Agreement between Invertec and DMH also dated 6 October 2005 (“the MSA”), in the sum of €196,960 plus expenses estimated at €20,000. A separate claim was also advanced under a side agreement forming part of the transaction (“the Tax Deed”) in the sum of £87,403.06.
Invertec succeeded in its claims for fraudulent misrepresentation in relation to the July and August 2005 management accounts, Volante’s solvency and Volante’s corporation tax liability. Arnold J. found that Invertec was thus entitled to the sums of £1,512,113, £532,000 and €216,960 or its sterling equivalent as damages.
A copy of the judgment can be found at: http://www.bailii.org/ew/cases/EWHC/Ch/2009/2471.html