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Wood v Sureterm Direct Ltd and Capita Insurance Services Ltd: CA 30 Jul 2015

At issue in this appeal is the true construction of a clause in a sale and purchase agreement in respect of all the shares in a company.
Held: The appeal succeeded. The Court of Appeal declared that Mr Wood’s liability under the indemnity in the SPA: ‘cannot arise unless the matter in respect of which indemnity is sought follows and arises out of either (i) a claim made against the Company, a Seller or a Relevant Person or (ii) a complaint registered with the FSA, the Financial Services Ombudsman or any other Authority against the Company, a Seller or a Relevant Person and, in either case, the claim or complaint (a) relates to the period prior to the Completion Date and (b) pertains to any mis-selling or suspected mis-selling of any insurance or insurance related product.’

Judges:

Patten, Gloster, Christopher Clarke LJJ

Citations:

[2015] EWCA Civ 839

Links:

Bailii

Jurisdiction:

England and Wales

Citing:

Appeal fromWood v Sureterm Direct Ltd and Another ComC 14-Oct-2014
Construction of an indemnity provision in an agreement for the sale and purchase of the shares in the First Defendant.
Held: The Court decided a preliminary issue of the interpretation of the indemnity clause holding in effect, that it . .

Cited by:

Appeal fromWood v Capita Insurance Services Ltd SC 29-Mar-2017
Construction of term of contract for the sale and purchase of the entire issued share capital of a company.
Held: The appeal was dismissed: ‘the SPA may have become a poor bargain, as it appears that it did not notify the sellers of a warranty . .
Lists of cited by and citing cases may be incomplete.

Contract, Company

Updated: 18 June 2022; Ref: scu.550901

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