Dr Faramarz Shayan Arani & Ors v Cordic Group Ltd

Dr Faramarz Shayan Arani & Ors v Cordic Group Ltd

The Sellers breached multiple warranties under the SPA by creating the Company's address database principally from Royal Mail PAF data in breach of licence, thereby infringing copyright and database rights. These breaches were committed fraudulently and/or wilfully, as the Sellers knew and concealed the true position, so the SPA time bar did not apply. The appropriate measure of damages is the impairment to value a reasonable buyer would have applied, calculated as £3.5 million, reflecting discounted historic liability and future licence costs.

Parties
Claimant/part 20 Defendant: Dr Faramarz Shayan Arani; Claimant/part 20 Defendant: Mr David Rossell Griffiths; Claimant/part 20 Defendant: Dr Farshid Zolghadr; Defendant/part 20 Claimant: Cordic Group Ltd
Jurisdiction
England and Wales
Judgment Date
27 January 2023
Procedural Posture
Commercial Breach of Warranty Claim (part 20 Claim) / Judgment After Trial
Outcome
Claim allowed; judgment for Cordic Group against all three Sellers
Legal Topics
Breach of Warranty, Fraudulent Misrepresentation, Share Purchase Agreement, Copyright Infringement, Database Rights, Limitation of Actions
Commercial Law Contract Law Intellectual Property Law Breach of Warranty Fraudulent Misrepresentation Share Purchase Agreement Copyright Infringement Database Rights +1 more

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Parties

Dr Faramarz Shayan Arani

Claimant/part 20 Defendant

Mr David Rossell Griffiths

Claimant/part 20 Defendant

Dr Farshid Zolghadr

Claimant/part 20 Defendant

Cordic Group Ltd

Defendant/part 20 Claimant

Procedural Posture

Commercial Breach of Warranty Claim (part 20 Claim) / Judgment After Trial

Legal Issues

  1. 1 Whether the Sellers breached warranties under the SPA by using Royal Mail PAF data in breach of licence and infringing IP rights
  2. 2 Whether such breaches were fraudulent or wilful so as to avoid the SPA time bar under clause 6.4.3
  3. 3 Quantum of damages for breach of warranty

Ratio Decidendi

The Sellers breached multiple warranties under the SPA by creating the Company's address database principally from Royal Mail PAF data in breach of licence, thereby infringing copyright and database rights. These breaches were committed fraudulently and/or wilfully, as the Sellers knew and concealed the true position, so the SPA time bar did not apply. The appropriate measure of damages is the impairment to value a reasonable buyer would have applied, calculated as £3.5 million, reflecting discounted historic liability and future licence costs.

Court Disposition

Claim allowed; judgment for Cordic Group against all three Sellers

Orders

  • Sellers to pay Cordic Group £3.5 million in damages for breach of warranty