4 Eng Ltd v Harper & Anor [2008] EWHC 915 (Ch) (29 April 2008)

4 Eng Ltd v Harper & Anor [2008] EWHC 915 (Ch) (29 April 2008)

The claimant is entitled to damages for all losses directly caused by the defendants' deceit, including the purchase price, acquisition costs, post-acquisition liabilities, reasonable costs of investigating the fraud, and, in principle, the loss of opportunity to acquire and profit from Tarvail Limited. The assessment of damages is based on restoring the claimant to the position it would have been in but for the fraud, without limitation by foreseeability, and includes both income and capital profits lost from the alternative acquisition, provided there is no double recovery.

Citation
[2008] EWHC 915 (Ch)
Parties
Claimant: 4 Eng Limited; First Defendant: Roger Harper; Second Defendant: Barry Alexander Simpson
Jurisdiction
England and Wales
Judgment Date
29 April 2008
Procedural Posture
Assessment of Damages After Summary Judgment in Deceit / Judgment on Assessment of Damages Following Summary Judgment
Outcome
Damages awarded to the claimant under specified heads; amendment to increase the claim for investigation costs allowed; defendants ordered to indemnify claimant for certain liabilities; assessment of Tarvail loss to be determined based on further findings.
Legal Topics
Deceit, Fraudulent Misrepresentation, Damages Assessment, Loss of Opportunity, Company Acquisition, Remedies in Tort, Directors' Duties
Civil Law Fraud Contract Law Tort Law Deceit Fraudulent Misrepresentation Damages Assessment Loss of Opportunity +3 more

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Parties

4 Eng Limited

Claimant

Roger Harper

First Defendant

Barry Alexander Simpson

Second Defendant

Procedural Posture

Assessment of Damages After Summary Judgment in Deceit / Judgment on Assessment of Damages Following Summary Judgment

Legal Issues

  1. 1 What damages are recoverable by a company induced by fraud to acquire another company?
  2. 2 Is the claimant entitled to damages for the purchase price, acquisition costs, post-acquisition liabilities, costs of fraud investigation, and loss of opportunity to acquire another company?
  3. 3 What is the proper measure and date for assessment of damages in deceit, including loss of chance?

Ratio Decidendi

The claimant is entitled to damages for all losses directly caused by the defendants' deceit, including the purchase price, acquisition costs, post-acquisition liabilities, reasonable costs of investigating the fraud, and, in principle, the loss of opportunity to acquire and profit from Tarvail Limited. The assessment of damages is based on restoring the claimant to the position it would have been in but for the fraud, without limitation by foreseeability, and includes both income and capital profits lost from the alternative acquisition, provided there is no double recovery.

Court Disposition

Damages awarded to the claimant under specified heads; amendment to increase the claim for investigation costs allowed; defendants ordered to indemnify claimant for certain liabilities; assessment of Tarvail loss to be determined based on further findings.

Orders

  • Defendants to pay £550,000 for purchase price loss.
  • Defendants to pay £72,371.50 for acquisition costs.