Where damages were to be awarded for breach of warranty on sale of goodwill, an assessment according to a price earnings ratio was appropriate only if used in the contract or agreed as appropriate by the experts. In the context of a notice clause in a Share Sale Agreement requiring notice to set out ‘such particulars of the grounds on which such claim is based as are then known to the Purchaser promptly . . and in any event within 18 months’, the court held that ‘The clear commercial purpose of the clause includes that the vendors should know . . in sufficiently formal written terms that a particularised claim for breach of warranty is to be made so that they may take such steps as are available to them to deal with it . . The commercial purpose may not be sensibly served if an uninformed and uninformative notice is given.’
Judges:
Stuart-Smith LJ
Citations:
Times 26-Jun-1998, [1999] 2 Lloyd’s Reports 243, [1998] EWCA Civ 3534
Links:
Jurisdiction:
England and Wales
Citing:
Distinguished – Lion Nathan Limited and others v C C Bottlers Limited and others PC 14-May-1996
(New Zealand) A company was sold with a warranty that the sales figures would meet projected earnings. The purchaser successfully complained after the event that the figures were false and misleading. They appealed an order increasing the damages on . .
See also – Senate Electrical Wholesalers Ltd v Alcatel Submarine Networks Ltd (Formerly STC Submarine Systems Ltd) CA 20-Dec-1996
. .
Cited – Thomas Witter v TBP Industries Ltd ChD 15-Jul-1994
An award of damages for misrepresentation required that there had at some time been a right of rescission, not necessarily a continuing right to rescind.
An acknowledgement of non-reliance clause has become a common part of modern commercial . .
Cited by:
Cited – Laminates Acquisition Co v BTR Australia Ltd ComC 31-Oct-2003
The claimant sought damages for breach of a company share sale agreement. The seller had given a warranty that it was not involved in any undisclosed litigation. An anti-trust investigation had been begun in the US.
Held: In this case the . .
Cited – Forrest and others v Glasser and Another CA 31-Jul-2006
The claimants appealed a preliminary decision against them as to whether they had correctly served a sufficient notice of their intention to make a claim in a commercial investment syndicate agreement.
Held: The claimants’ solicitor had . .
Cited – Zabihi v Janzemini and Others CA 30-Jul-2009
The claimant said that he had left valuable jewelry with the defendant for sale. The defendant said at first they had been stolen, but then returned jewelry which the claimant denied was what had been left. The defendant appealed a finding that he . .
Lists of cited by and citing cases may be incomplete.
Damages, Contract
Updated: 19 November 2022; Ref: scu.89169
