Arani & Ors v Cordic Group Ltd [2023] EWHC 95 (Comm) (27 January 2023)

Arani & Ors v Cordic Group Ltd [2023] EWHC 95 (Comm) (27 January 2023)

The Sellers breached warranties under the SPA by creating the Company's address database principally from Royal Mail PAF data in breach of the Arc en Ciel licence, thereby infringing Royal Mail's intellectual property rights. The breaches were committed fraudulently or with wilful misconduct by all three Sellers, as evidenced by their knowledge and deliberate concealment of the true source and use of the PAF data, and their dishonest responses to Royal Mail inquiries. The fraud/wilful misconduct exception in clause 6.4.3 of the SPA applied, removing the time bar for Cordic Group's warranty claims.

Citation
[2023] EWHC 95 (Comm)
Parties
Claimant/part 20 Defendant: Dr Faramarz Shayan Arani; Claimant/part 20 Defendant: Mr David Rossell Griffiths; Claimant/part 20 Defendant: Dr Farshid Zolghadr; Defendant/part 20 Claimant: Cordic Group Ltd
Jurisdiction
England and Wales
Judgment Date
27 January 2023
Procedural Posture
Commercial Breach of Warranty Claim (part 20 Claim) / Post Trial Judgment
Outcome
Judgment for Cordic Group Ltd (Defendant/Part 20 Claimant) against all three Sellers (Claimants/Part 20 Defendants) on the Part 20 claim for breach of warranty within the fraud/wilful misconduct exception.
Legal Topics
Share Purchase Agreement, Breach of Warranty, Fraud Exception, Copyright Infringement, Database Right Infringement
Commercial Law Contract Law Intellectual Property Law Share Purchase Agreement Breach of Warranty Fraud Exception Copyright Infringement Database Right Infringement

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 4 Authorities cited 9 Party arguments 2 Amounts and remedies 7
Sign in to unlock

Parties

Dr Faramarz Shayan Arani

Claimant/part 20 Defendant

Mr David Rossell Griffiths

Claimant/part 20 Defendant

Dr Farshid Zolghadr

Claimant/part 20 Defendant

Cordic Group Ltd

Defendant/part 20 Claimant

Procedural Posture

Commercial Breach of Warranty Claim (part 20 Claim) / Post Trial Judgment

Legal Issues

  1. 1 Whether the Sellers breached warranties under the SPA regarding intellectual property rights and licences
  2. 2 Whether the breaches fell within the fraud/wilful misconduct exception in clause 6.4.3 of the SPA
  3. 3 Whether the Company infringed Royal Mail's copyright and database rights in PAF data

Ratio Decidendi

The Sellers breached warranties under the SPA by creating the Company's address database principally from Royal Mail PAF data in breach of the Arc en Ciel licence, thereby infringing Royal Mail's intellectual property rights. The breaches were committed fraudulently or with wilful misconduct by all three Sellers, as evidenced by their knowledge and deliberate concealment of the true source and use of the PAF data, and their dishonest responses to Royal Mail inquiries. The fraud/wilful misconduct exception in clause 6.4.3 of the SPA applied, removing the time bar for Cordic Group's warranty claims.

Court Disposition

Judgment for Cordic Group Ltd (Defendant/Part 20 Claimant) against all three Sellers (Claimants/Part 20 Defendants) on the Part 20 claim for breach of warranty within the fraud/wilful misconduct exception.

Orders

  • Declaration that the Sellers are liable for breach of warranty under the SPA within the fraud/wilful misconduct exception (clause 6.4.3)
  • Damages to be assessed (quantum not determined in this judgment)