Wood v Sureterm Direct Ltd & Anor [2014] EWHC 3240 (Comm) (14 October 2014)

Wood v Sureterm Direct Ltd & Anor [2014] EWHC 3240 (Comm) (14 October 2014)

Clause 7.11 of the SPA is to be construed as covering losses, including fines, compensation, remedial action, or payments imposed or required by regulatory authorities, arising from mis-selling or suspected mis-selling, regardless of whether triggered by a customer complaint or claim. The indemnity is not limited to losses following customer complaints but extends to regulatory-driven compensation and penalties.

Citation
[2014] EWHC 3240 (Comm)
Parties
Claimant: Andrew Wood; First Defendant: Sureterm Direct Limited; Second Defendant: Capita Insurance Services Limited
Jurisdiction
England and Wales
Judgment Date
14 October 2014
Procedural Posture
Commercial Court Preliminary Issue Trial / Judgment on Preliminary Issue
Outcome
Preliminary issue resolved in favour of Capita Insurance Services Limited
Legal Topics
Indemnity Clauses, Share Purchase Agreement, Regulatory Compliance, Mis Selling of Insurance Products
Contract Law Commercial Law Insurance Law Indemnity Clauses Share Purchase Agreement Regulatory Compliance Mis Selling of Insurance Products

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Parties

Andrew Wood

Claimant

Sureterm Direct Limited

First Defendant

Capita Insurance Services Limited

Second Defendant

Procedural Posture

Commercial Court Preliminary Issue Trial / Judgment on Preliminary Issue

Legal Issues

  1. 1 Proper construction of indemnity clause 7.11 in SPA
  2. 2 Scope of indemnity for losses arising from mis-selling or suspected mis-selling
  3. 3 Whether indemnity applies absent customer complaint or claim

Ratio Decidendi

Clause 7.11 of the SPA is to be construed as covering losses, including fines, compensation, remedial action, or payments imposed or required by regulatory authorities, arising from mis-selling or suspected mis-selling, regardless of whether triggered by a customer complaint or claim. The indemnity is not limited to losses following customer complaints but extends to regulatory-driven compensation and penalties.

Court Disposition

Preliminary issue resolved in favour of Capita Insurance Services Limited

Orders

  • Clause 7.11 indemnity applies to losses arising from regulatory requirements regardless of customer complaints
  • Mr Wood is liable to indemnify Capita for his proportion of losses as per SPA