Notus Group Ltd v British Engineering Services Holdco Ltd [2025] EWHC 1391 (Comm) (17 April 2025)

Notus Group Ltd v British Engineering Services Holdco Ltd [2025] EWHC 1391 (Comm) (17 April 2025)

The court finds that BES has not established, on the balance of probabilities, that payments and gifts to Mr Milledge and Mr Daniels constituted bribes under the Bribery Act 2010 or breached the SPA warranties. The evidence does not demonstrate that the advantages were intended to induce improper performance of relevant functions or activities. The commission payments and gifts were either part of employment negotiations, acts of friendship, or repaid. BES's investigation and losses do not entitle it to offset the Additional Consideration. Notus is entitled to payment of the Additional Consideration under the SPA.

Citation
[2025] EWHC 1391 (Comm)
Parties
Claimant: Notus Group Limited; Defendant/part 20 Claimant: British Engineering Services Holdco Limited; First Third Party/part 20 Defendant: James Azam Mohammed; Second Third Party/part 20 Defendant: Richard Wesley Walberg
Jurisdiction
England and Wales
Judgment Date
17 April 2025
Procedural Posture
Commercial Claim and Counterclaim / Reserved Judgment After Trial
Outcome
Claim allowed; counterclaim dismissed
Legal Topics
Share Purchase Agreement, Commercial Warranties, Bribery Act 2010, Counterclaim, EBITDA, Disclosure, Anti Bribery Policy
Contract Law Commercial Law Corporate Law Bribery and Corruption Share Purchase Agreement Commercial Warranties Bribery Act 2010 Counterclaim +3 more

Case Brief

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Parties

Notus Group Limited

Claimant

British Engineering Services Holdco Limited

Defendant/part 20 Claimant

James Azam Mohammed

First Third Party/part 20 Defendant

Richard Wesley Walberg

Second Third Party/part 20 Defendant

Procedural Posture

Commercial Claim and Counterclaim / Reserved Judgment After Trial

Legal Issues

  1. 1 Whether BES is entitled to offset its counterclaim for alleged breach of commercial warranties against the Additional Consideration due under the SPA
  2. 2 Whether Notus, Mr Mohammed, and Mr Walberg breached anti-bribery warranties in the SPA
  3. 3 Whether payments and gifts to Mr Milledge and Mr Daniels constituted bribes under Bribery Legislation

Ratio Decidendi

The court finds that BES has not established, on the balance of probabilities, that payments and gifts to Mr Milledge and Mr Daniels constituted bribes under the Bribery Act 2010 or breached the SPA warranties. The evidence does not demonstrate that the advantages were intended to induce improper performance of relevant functions or activities. The commission payments and gifts were either part of employment negotiations, acts of friendship, or repaid. BES's investigation and losses do not entitle it to offset the Additional Consideration. Notus is entitled to payment of the Additional Consideration under the SPA.

Court Disposition

Claim allowed; counterclaim dismissed

Orders

  • BES to pay Notus the Additional Consideration under the SPA
  • Counterclaim for offset and compensation dismissed