Al-Hasawi v Nottingham Forest Football Club Ltd

Al-Hasawi v Nottingham Forest Football Club Ltd

The Court held that 'Liabilities' under SPA clause 7.1 must be calculated on an accruals basis consistent with FRS 102 and the Trial Balance, including all liabilities incurred as at 31 December 2016, regardless of whether benefits accrue after that date. The appeal on clause 7.1 was allowed. Claims under clause 7.4 failed because causation of loss due to non-disclosure was not established; indemnity under clause 7.4 requires proof of loss caused by the inaccuracy or non-disclosure.

Parties
Claimant/first Respondent: Fawaz Al-Hasawi; Defendant/first Appellant: Nottingham Forest Football Club Limited; Third Party/second Appellant: NF Football Investments Limited; Fourth Party/second Respondent: NFFC Group Holdings Limited
Jurisdiction
England and Wales
Judgment Date
17 December 2019
Procedural Posture
Civil Appeal / Court of Appeal Judgment
Outcome
Appeal allowed in part; appeal dismissed in part
Legal Topics
Indemnity, Loan Repayment, Set Off, Contract Construction, Accounting Standards
Contract Law Commercial Law Indemnity Loan Repayment Set Off Contract Construction Accounting Standards

Case Brief

Summary, issues, holding and outcome

More case intelligence is available

Unlock the full research layer for this judgment.

Full judgment text Downloadable case file Legal principles 3 Authorities cited 3 Party arguments 2 Amounts and remedies 5
Sign in to unlock

Parties

Fawaz Al-Hasawi

Claimant/first Respondent

Nottingham Forest Football Club Limited

Defendant/first Appellant

NF Football Investments Limited

Third Party/second Appellant

NFFC Group Holdings Limited

Fourth Party/second Respondent

Procedural Posture

Civil Appeal / Court of Appeal Judgment

Legal Issues

  1. 1 Proper construction of 'Liabilities' under SPA clause 7.1
  2. 2 Entitlement to indemnity under SPA clause 7.4 for undisclosed Material Contracts
  3. 3 Causation of loss under indemnity provisions

Ratio Decidendi

The Court held that 'Liabilities' under SPA clause 7.1 must be calculated on an accruals basis consistent with FRS 102 and the Trial Balance, including all liabilities incurred as at 31 December 2016, regardless of whether benefits accrue after that date. The appeal on clause 7.1 was allowed. Claims under clause 7.4 failed because causation of loss due to non-disclosure was not established; indemnity under clause 7.4 requires proof of loss caused by the inaccuracy or non-disclosure.

Court Disposition

Appeal allowed in part; appeal dismissed in part

Orders

  • Appeal allowed in relation to clause 7.1 indemnity claim; sums to be set off against amounts due to Mr Al-Hasawi.
  • Appeals relating to clause 7.4 indemnity claims dismissed; no further sums recoverable under those claims.