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Contact with chambers should be made through the Practice Management Team. They are happy to discuss client requirements and provide further information on such matters as the expertise and experience of individual members, fees, working practices and languages spoken. We have members able to work in French, German, Italian, Spanish, Dutch, Swedish, Greek and Chinese (Mandarin).

Outside working hours, a member of our team is always available to be contacted on matters of an urgent nature. Contact should be made using the Chambers main number or email.

To contact our Singapore office, please contact our BD Director, Asia, Rachel Foxton. Out of office hours calls will automatically be diverted to our clerking team in London.

London

Twenty Essex Street
London
WC2R 3AL

enquiries@twentyessex.com
t: +44 20 7842 1200
DX 0009 Lond/Chan Lane

Singapore

28 Maxwell Road
#02-03
Maxwell Chambers Suites
Singapore 069120

singapore@twentyessex.com
t: +65 62257230

Contact

Contact with chambers should be made through the Practice Management Team. They are happy to discuss client requirements and provide further information on such matters as the expertise and experience of individual members, fees, working practices and languages spoken. We have members able to work in French, German, Italian, Spanish, Dutch, Swedish, Greek and Chinese (Mandarin).

Outside working hours, a member of our team is always available to be contacted on matters of an urgent nature. Contact should be made using the Chambers main number or email.

To contact our Singapore office, please contact our BD Director, Asia, Rachel Foxton. Out of office hours calls will automatically be diverted to our clerking team in London.

London

Twenty Essex Street
London
WC2R 3AL

enquiries@twentyessex.com
t: +44 20 7842 1200
DX 0009 Lond/Chan Lane

Singapore

28 Maxwell Road
#02-03
Maxwell Chambers Suites
Singapore 069120

singapore@twentyessex.com
t: +65 62257230

02/12/2014

Hut Group Ltd v Nobahar-Cookson [2014] EWHC 3842 (QB)

This is an archived article, and some links may not work. Contact us if you have any questions.

 

Subject: Contracts; Company law; Damages

Keywords: Breach of warranty; Fraud; Measure of damages; Share purchases; Share transfers; Share valuation; Time limits; Valuation

Summary: This was a dispute arising out of a Share Purchase Agreement (“SPA”) under which The Hut Group (“THG”) purchased a company trading as MyProtein from the Defendants for a combination of cash and shares in THG. THG contended that the financial position of MyProtein was not as warranted in the SPA and claimed damages for the loss thereby caused. For its part the Second Defendant contended that the financial position of THG was not as warranted in the SPA, which THG admitted. However, there was cap in the SPA on liability for breach of warranty not resulting from THG’s fraud (“the cap”) and the Second Defendant alleged that its losses exceeded the cap. It therefore alleged that THG’s admitted breach resulted from the fraud of THG and also that it had been deceived into entering into the SPA.

In awarding THG substantial damages, Blair J found that MyProtein’s Management Accounts had not fairly presented its financial position in virtually all the respects alleged by THG and he rejected the Defendants’ case that timely and adequate notice had not been given of THG’s breach of warranty claim. As to the counterclaim, it was common ground that THG’s admitted breach of warranty resulted from the fraud of a former employee of THG and the Judge held that his fraud was to be attributed to THG for the purposes of the relevant provision  in the SPA – accordingly, the Second Defendant was entitled to recover more than the cap. However, the Judge rejected the allegation that a current employee and former director of THG had known of and/or participated in the fraud and dismissed the allegation of deceit.

The judgment considers amongst other things the notice requirements for breach of warranty claims under the SPA; the attribution of the fraud of an individual to a company under the SPA; and the calculation of damages for breach of warranty, including the use of hindsight in such calculations under the principles set out in The Golden Victory.

Members of Chambers: Philip Edey QC, Andrew Fulton and Sarah Tresman for the Claimant (instructed by Quinn Emanuel Urquhart & Sullivan UK LLP)


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