Teoco UK Ltd v) Aircom Jersey 4 Ltd & Anor [2018] EWCA Civ 23 (18 January 2018)

Teoco UK Ltd v) Aircom Jersey 4 Ltd & Anor [2018] EWCA Civ 23 (18 January 2018)

The appellant's notification letters failed to comply with the SPA's requirement to set out the grounds of the claims because they did not identify the particular warranties or provisions relied upon, resulting in invalid notice and precluding liability of the respondents.

Citation
[2018] EWCA Civ 23
Parties
Appellant/claimant: TEOCO UK LIMITED; Respondent/defendant: AIRCOM JERSEY 4 LIMITED; Respondent/defendant: AIRCOM GLOBAL OPERATIONS LIMITED
Jurisdiction
England and Wales
Judgment Date
18 January 2018
Procedural Posture
Appeal (civil) / Court of Appeal Judgment on Appeal From High Court
Outcome
Appeal dismissed
Legal Topics
Share Purchase Agreement, Contractual Notice Requirements, Breach of Warranty, Tax Indemnity, Interpretation of Notification Clauses
Contract Law Commercial Law Share Purchase Agreement Contractual Notice Requirements Breach of Warranty Tax Indemnity Interpretation of Notification Clauses

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Parties

TEOCO UK LIMITED

Appellant/claimant

AIRCOM JERSEY 4 LIMITED

Respondent/defendant

AIRCOM GLOBAL OPERATIONS LIMITED

Respondent/defendant

Procedural Posture

Appeal (civil) / Court of Appeal Judgment on Appeal From High Court

Legal Issues

  1. 1 Whether the appellant's notification of claims under the SPA complied with contractual requirements for notice of claims
  2. 2 Whether failure to specify particular warranties or provisions invalidated the notice of claim under the SPA

Ratio Decidendi

The appellant's notification letters failed to comply with the SPA's requirement to set out the grounds of the claims because they did not identify the particular warranties or provisions relied upon, resulting in invalid notice and precluding liability of the respondents.

Court Disposition

Appeal dismissed

Orders

  • The order of the Deputy High Court Judge is affirmed.