BSA International v Irvine and Others: SCS 23 Jun 2010

Outer House – second supplementary opinion. The court considerd the part of the claim as to damages for negligent misrepresntation in a share purchase agreement. As a result of section 10, it was enough to found a claim for damages that the representation was negligent: there was no need to import into the relationship of intending contractual parties concepts that had developed in the law of tort and delict to identify other situations in which a party might owe a duty of care to another as regards the accuracy of statements made by him. Lord Glennie added that the issue was likely to be almost entirely academic, since the criteria for the imposition of a duty of care would invariably be satisfied when the misstatement was an operative misrepresentation, in the sense in which that expression had been used by Prof J M Thomson in his article, ‘Misrepresentation’, 2001 SLT 279: that is to say, an inaccurate statement of fact made in pre-contractual discussions which induced the misrepresentee to enter into the contract and which would have induced a reasonable person to do so.


Lord Glennie


[2010] CSOH 78, [2010] ScotCS CSOH – 78




Law Reform (Miscellaneous Provisions) (Scotland) Act 1985 10


See AlsoBSA International Sa v Irvine and Others SCS 27-May-2009
Opinon – the defenders had sold their shares in a company to the pursuer under a share purchase agreement. The pursuers asserted negligent misrepresentation and breach of warranty . .

Cited by:

ApprovedCramaso Llp v Ogilvie-Grant, Earl of Seafield and Others SC 12-Feb-2014
The defenders owned a substantial grouse moor in Scotland. There had been difficulties with grouse stocks, and steps taken over years to allow stocks to recover. They had responded to enquiries from one Mr Erskine with misleading figures. Mr Erskine . .
Lists of cited by and citing cases may be incomplete.

Scotland, Torts – Other, Damages

Updated: 21 August 2022; Ref: scu.420839