4 Eng Ltd v Harper & Anor [2007] EWHC 1568 (Ch) (03 May 2007)

4 Eng Ltd v Harper & Anor [2007] EWHC 1568 (Ch) (03 May 2007)

The defendants made fraudulent misrepresentations and breached warranties in the sale of Excel to the claimant. The claimant relied on these misrepresentations and suffered loss. The contractual notice clause does not bar claims based on fraudulently given warranties. The claimant is entitled to summary judgment for damages to be assessed for deceit and breach of tax warranties. The defendants' cross-applications for reverse summary judgment fail.

Citation
[2007] EWHC 1568 (Ch)
Parties
Applicant: 4 ENG LTD; First Respondent: Roger Harper; Second Respondent: Barry Simpson
Jurisdiction
England and Wales
Judgment Date
03 May 2007
Procedural Posture
Civil Commercial (chancery Division) / Summary Judgment Application and Cross Application for Reverse Summary Judgment
Outcome
Summary judgment granted to claimant for damages to be assessed for deceit and breach of tax warranties; defendants' cross-applications dismissed; further proceedings on contractual warranty claims stayed pending assessment of damages.
Legal Topics
Deceit (fraudulent Misrepresentation), Breach of Warranty, Misrepresentation Act 1967, Summary Judgment, Notice Clauses in Share Sale Agreements, Assessment of Damages, Limitation and Exclusion Clauses
Contract Law Tort Law Company Law Deceit (fraudulent Misrepresentation) Breach of Warranty Misrepresentation Act 1967 Summary Judgment Notice Clauses in Share Sale Agreements +2 more

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Parties

4 ENG LTD

Applicant

Roger Harper

First Respondent

Barry Simpson

Second Respondent

Procedural Posture

Civil Commercial (chancery Division) / Summary Judgment Application and Cross Application for Reverse Summary Judgment

Legal Issues

  1. 1 Whether the defendants made fraudulent misrepresentations and breached warranties in the sale of Excel Engineering (Ironfirm Limited) to the claimant
  2. 2 Whether the claimant is entitled to summary judgment for deceit and breach of warranty
  3. 3 Whether the contractual notice clause (clause 5.1) bars the claimant's contractual and Misrepresentation Act claims

Ratio Decidendi

The defendants made fraudulent misrepresentations and breached warranties in the sale of Excel to the claimant. The claimant relied on these misrepresentations and suffered loss. The contractual notice clause does not bar claims based on fraudulently given warranties. The claimant is entitled to summary judgment for damages to be assessed for deceit and breach of tax warranties. The defendants' cross-applications for reverse summary judgment fail.

Court Disposition

Summary judgment granted to claimant for damages to be assessed for deceit and breach of tax warranties; defendants' cross-applications dismissed; further proceedings on contractual warranty claims stayed pending assessment of damages.

Orders

  • Summary judgment for claimant on deceit and tax warranty claims, damages to be assessed.
  • Defendants' cross-applications for reverse summary judgment dismissed.