Invertec Ltd v De Mol Holding BV & Anor [2009] EWHC 2471 (Ch) (09 October 2009)

Invertec Ltd v De Mol Holding BV & Anor [2009] EWHC 2471 (Ch) (09 October 2009)

The court found that DMH and Mr de Mol made fraudulent misrepresentations in relation to Volante's July and August 2005 management accounts, solvency, and corporation tax liability, which induced Invertec to enter the SPA. The representations were not fairly disclosed, and the defendants did not have an honest belief in their truth. Invertec is entitled to damages for the initial consideration paid, loans advanced and lost, and sums paid under the MSA. The claim under the Tax Deed succeeds. The defendants' counterclaim under the MSA and Debts Agreement fails.

Citation
[2009] EWHC 2471 (Ch)
Parties
Claimant: Invertec Limited; First Defendant: De Mol Holding BV; Second Defendant: Henricus Albertus de Mol
Jurisdiction
England and Wales
Judgment Date
09 October 2009
Procedural Posture
Commercial Contract Dispute (fraudulent Misrepresentation, Misstatement, Indemnity, Counterclaim) / High Court Trial Judgment
Outcome
Judgment for the claimant on the main claims; judgment for the claimant on the Tax Deed claim; counterclaim dismissed.
Legal Topics
Fraudulent Misrepresentation, Negligent Misstatement, Misrepresentation Act 1967, Warranties and Indemnities, Breach of Contract, Limitation of Liability, Counterclaim, Damages, Disclosure Obligations
Contract Law Commercial Law Company Law Tort Law Fraudulent Misrepresentation Negligent Misstatement Misrepresentation Act 1967 Warranties and Indemnities +5 more

Case Brief

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Parties

Invertec Limited

Claimant

De Mol Holding BV

First Defendant

Henricus Albertus de Mol

Second Defendant

Procedural Posture

Commercial Contract Dispute (fraudulent Misrepresentation, Misstatement, Indemnity, Counterclaim) / High Court Trial Judgment

Legal Issues

  1. 1 Whether the defendants made fraudulent misrepresentations inducing the claimant to enter the SPA
  2. 2 Whether there was negligent misstatement or liability under the Misrepresentation Act 1967
  3. 3 Whether the warranties in the SPA were breached

Ratio Decidendi

The court found that DMH and Mr de Mol made fraudulent misrepresentations in relation to Volante's July and August 2005 management accounts, solvency, and corporation tax liability, which induced Invertec to enter the SPA. The representations were not fairly disclosed, and the defendants did not have an honest belief in their truth. Invertec is entitled to damages for the initial consideration paid, loans advanced and lost, and sums paid under the MSA. The claim under the Tax Deed succeeds. The defendants' counterclaim under the MSA and Debts Agreement fails.

Court Disposition

Judgment for the claimant on the main claims; judgment for the claimant on the Tax Deed claim; counterclaim dismissed.

Orders

  • Defendants to pay claimant £1,512,113 (initial consideration)
  • Defendants to pay claimant £1,521,441 (loans advanced and lost)