Glossop Cartons and Print Ltd & Ors v Contact (Print & Packaging) Ltd & Ors [2021] EWCA Civ 639 (07 May 2021)

Glossop Cartons and Print Ltd & Ors v Contact (Print & Packaging) Ltd & Ors [2021] EWCA Civ 639 (07 May 2021)

The correct measure of damages for fraudulent misrepresentation is the difference between the price paid and the actual market value of the assets at the relevant date, assessed objectively and not by reference to the claimant's subjective commercial judgments or what was factored into the purchase price. Claimants are entitled to recover for a bad bargain even if they knew or ought to have known about defects before entering the transaction. The deduction method adopted by the judge was legally flawed.

Citation
[2021] EWCA Civ 639
Parties
Claimant/appellant: Glossop Cartons and Print Limited; Claimant/appellant: Brian Sidebottom, Jacqueline Cameron Sidebottom-Every, and Jillian Cameron Woodacre (suing as individuals and as the Raymond Joseph Partnership); Defendant/respondent: Contact (Print & Packaging) Limited; Defendant/respondent: Philip Smith; Defendant/respondent: Embark Pensions Trustees Limited
Jurisdiction
England and Wales
Judgment Date
07 May 2021
Procedural Posture
Civil Appeal / Court of Appeal Judgment
Outcome
Claimants' appeal allowed; defendants' cross-appeal dismissed.
Legal Topics
Fraudulent Misrepresentation, Damages Assessment, Business Asset Sale, Remedies for Deceit, Contractual Indemnity, Breach of Warranty
Contract Law Tort Law Property Law Fraudulent Misrepresentation Damages Assessment Business Asset Sale Remedies for Deceit Contractual Indemnity +1 more

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Parties

Glossop Cartons and Print Limited

Claimant/appellant

Brian Sidebottom, Jacqueline Cameron Sidebottom-Every, and Jillian Cameron Woodacre (suing as individuals and as the Raymond Joseph Partnership)

Claimant/appellant

Contact (Print & Packaging) Limited

Defendant/respondent

Philip Smith

Defendant/respondent

Embark Pensions Trustees Limited

Defendant/respondent

Procedural Posture

Civil Appeal / Court of Appeal Judgment

Legal Issues

  1. 1 Appropriate method for assessing damages for fraudulent misrepresentation
  2. 2 Whether claimants can recover for a bad bargain in deceit
  3. 3 Whether claimants must elect between contractual and deceit remedies

Ratio Decidendi

The correct measure of damages for fraudulent misrepresentation is the difference between the price paid and the actual market value of the assets at the relevant date, assessed objectively and not by reference to the claimant's subjective commercial judgments or what was factored into the purchase price. Claimants are entitled to recover for a bad bargain even if they knew or ought to have known about defects before entering the transaction. The deduction method adopted by the judge was legally flawed.

Court Disposition

Claimants' appeal allowed; defendants' cross-appeal dismissed.

Orders

  • Glossop awarded £300,000 in damages for direct loss from fraudulent misrepresentation, in addition to other financial awards made by the judge.
  • Costs orders to be reconsidered; parties to agree suitable order or court to determine on paper if not agreed.