Denware Ltd. v Rosewild Ltd. [2002] EWCA Civ 2003 (12 December 2002)

Denware Ltd. v Rosewild Ltd. [2002] EWCA Civ 2003 (12 December 2002)

The corporation tax refund was an asset of Handella as at 31 January 1998 within the meaning of the sale and purchase agreement. The completion statement, certified by the accountants, was final and binding in the absence of manifest error, which was not established. The side letter of 10 June 1998 constituted a binding contractual variation, deferring payment of £32,809 until receipt of the tax refund by Handella. Rosewild was contractually obliged to pay Denware £32,809 plus interest.

Citation
[2002] EWCA Civ 2003
Parties
Claimant/appellant: Denware Limited; Defendant/respondent: Rosewild Limited
Jurisdiction
England and Wales
Judgment Date
12 December 2002
Procedural Posture
Civil Appeal / Appeal From Central London County Court Judgment
Outcome
Appeal allowed
Legal Topics
Share Purchase Agreement, Completion Statement, Contract Variation, Manifest Error, Parol Evidence Rule
Contract Law Commercial Law Share Purchase Agreement Completion Statement Contract Variation Manifest Error Parol Evidence Rule

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Parties

Denware Limited

Claimant/appellant

Rosewild Limited

Defendant/respondent

Procedural Posture

Civil Appeal / Appeal From Central London County Court Judgment

Legal Issues

  1. 1 Whether a corporation tax refund was an asset within the meaning of the sale and purchase agreement as at 31 January 1998
  2. 2 Whether the completion statement was final and binding in the absence of manifest error
  3. 3 Whether the side letter of 10 June 1998 created a binding contractual obligation for payment of £32,809 upon receipt of the tax refund

Ratio Decidendi

The corporation tax refund was an asset of Handella as at 31 January 1998 within the meaning of the sale and purchase agreement. The completion statement, certified by the accountants, was final and binding in the absence of manifest error, which was not established. The side letter of 10 June 1998 constituted a binding contractual variation, deferring payment of £32,809 until receipt of the tax refund by Handella. Rosewild was contractually obliged to pay Denware £32,809 plus interest.

Court Disposition

Appeal allowed

Orders

  • Judgment for Denware Limited for £32,809 plus interest
  • Costs awarded to Denware Limited for both the appeal and trial