Presbar Diecastings Ltd v GW Atkins & Sons Ltd & Anor [2026] EWHC 399 (Ch) (25 February 2026)

Presbar Diecastings Ltd v GW Atkins & Sons Ltd & Anor [2026] EWHC 399 (Ch) (25 February 2026)

Presbar did not breach the order book warranties regarding new work, as the APA only warranted a genuine expectation of orders, not their existence. Shield's counterclaims for new work, machinery, and decommissioning contract breaches largely fail on liability or quantum. Only the SMR secret rebate and scrap metal claims succeed on liability, but with minimal recoverable loss. Presbar is entitled to the unpaid purchase price less established set-offs and counterclaims.

Citation
[2026] EWHC 399 (Ch)
Parties
Claimant: Presbar Diecastings Limited; First Defendant: G W Atkins & Sons Limited; Second Defendant: C R Shield Holdings Limited
Jurisdiction
England and Wales
Judgment Date
25 February 2026
Procedural Posture
Commercial Contract Dispute (breach of Warranties and Counterclaims) / High Court Trial Judgment
Outcome
Judgment for the Claimant (Presbar) for the unpaid purchase price, less set-offs and counterclaims.
Legal Topics
Asset Purchase Agreement, Breach of Warranty, Measure of Damages, Interpretation of Contracts, Set Off and Counterclaim
Contract Law Commercial Law Sale of Business Asset Purchase Agreement Breach of Warranty Measure of Damages Interpretation of Contracts Set Off and Counterclaim

Case Brief

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Parties

Presbar Diecastings Limited

Claimant

G W Atkins & Sons Limited

First Defendant

C R Shield Holdings Limited

Second Defendant

Procedural Posture

Commercial Contract Dispute (breach of Warranties and Counterclaims) / High Court Trial Judgment

Legal Issues

  1. 1 Whether Presbar breached warranties under the Asset Purchase Agreement (APA), particularly regarding the order book and machinery;
  2. 2 Whether Shield is entitled to set-off or counterclaim for alleged breaches, including new work warranty claims, machinery warranty claims, decommissioning contract claims, and scrap metal contract claims;
  3. 3 Proper interpretation of 'uncompleted orders' and 'new work' in the APA;

Ratio Decidendi

Presbar did not breach the order book warranties regarding new work, as the APA only warranted a genuine expectation of orders, not their existence. Shield's counterclaims for new work, machinery, and decommissioning contract breaches largely fail on liability or quantum. Only the SMR secret rebate and scrap metal claims succeed on liability, but with minimal recoverable loss. Presbar is entitled to the unpaid purchase price less established set-offs and counterclaims.

Court Disposition

Judgment for the Claimant (Presbar) for the unpaid purchase price, less set-offs and counterclaims.

Orders

  • Shield to pay Presbar the unpaid balance of the purchase price (£1,875,538) less set-offs and counterclaims totalling £7,059.
  • Counterclaims for new work warranty, machinery warranty, and decommissioning contract breaches dismissed except as specified.