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Fraud and Breach of Warranty: Buyers’ Claims and Sellers’ Defences
Authors: Simon Salzedo FCA QC, Andrew McIntyre, and Sophie Shaw
Fraud and Breach of Warranty: Buyers’ Claims and Sellers’ Defences
Claims of fraud and breach of warranty are common following the purchase of a business. They often mix tort and breach of contract and may involve specialist aspects such as notification provisions and escrow mechanisms.
This new title provides a practitioner’s guide to claims of fraud and breach of warranty from a leading commercial QC with great experience in this field.
Key questions to be considered include:
- 1.When can a warranty also be a representation? Cases include Idemitsu Kosan v Sumitomo [2016] 2 CLC 297
- 2.When is a warranty claim properly notified and served? Cases to be considered include Nobahar-Cookson v Hut Group[2016] EWCA Civ 128 and Teoco v Aircom Jersey 4 Ltd[2018] EWCA Civ 23
- 3.When is has fair disclosure been given? Cases include New Hearts v Cosmopolitan Investments [1997] 2 BCLC 249, Infiniteland v Artisan Contracting [2006] 1 BCLC 632
- 4.What are the requirements for proving fraud in the context of sale of a business? Cases include Belfairs v Sutherland[2010] EWHC 2276 (Ch)
- 5.When is an accounting fraud attributed to the seller? Cases include Man v Freightliner[2005] EWHC 2347 (Comm) and Hut Group v Nobahar-Cookson[2014] EWHC 3842 (QB)
- 6.What are the remedies for fraud and breach of warranty and how are damages calculated? Cases include Lion Nathan v CC Bottlers [1996] 1 WLR 1438, Senate Electrical v Alcatel Submarine [1999] 2 Lloyd’s Rep 423
- 7.When can the seller claim for loss of earnout under purchaser’s warranties? Cases include Porton v 3M[2011] EWHC 2895 (Comm) and Kitcatt v MMS [2017] 2 BCLC 352