Welven Ltd v Soar Group Ltd & Anor

Welven Ltd v Soar Group Ltd & Anor

The Defendants failed to prove that any actionable fraudulent misrepresentation was made by Welven. Any misrepresentation in the 2007 accounts (Mivan deposit) was not fraudulent, and any negligent misrepresentation is excluded by the SPA. The Defendants were not induced to enter the SPA by any misrepresentation, and the contractual price adjustment mechanism and exclusion clauses preclude any reduction or set-off. Welven is entitled to the balance of the purchase price less any agreed set-off.

Parties
Claimant: Welven Limited; First Defendant: Soar Group Limited; Second Defendant: Barry James Aughey
Jurisdiction
England and Wales
Judgment Date
09 December 2011
Procedural Posture
Commercial Claim (contract/share Sale) / Judgment After Trial
Outcome
Claim allowed; Defendants' set-off and misrepresentation defences rejected
Legal Topics
Share Purchase Agreement, Misrepresentation, Breach of Warranty, Fraudulent Misrepresentation, Negligent Misrepresentation, Innocent Misrepresentation, Damages, Set Off
Contract Law Commercial Law Company Law Share Purchase Agreement Misrepresentation Breach of Warranty Fraudulent Misrepresentation Negligent Misrepresentation +3 more

Case Brief

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Parties

Welven Limited

Claimant

Soar Group Limited

First Defendant

Barry James Aughey

Second Defendant

Procedural Posture

Commercial Claim (contract/share Sale) / Judgment After Trial

Legal Issues

  1. 1 Whether the Defendants were induced to enter the SPA by fraudulent, negligent, or innocent misrepresentation
  2. 2 Whether the Defendants are entitled to set-off or reduction of the purchase price under the SPA
  3. 3 Whether the contractual clauses exclude liability for negligent or innocent misrepresentation

Ratio Decidendi

The Defendants failed to prove that any actionable fraudulent misrepresentation was made by Welven. Any misrepresentation in the 2007 accounts (Mivan deposit) was not fraudulent, and any negligent misrepresentation is excluded by the SPA. The Defendants were not induced to enter the SPA by any misrepresentation, and the contractual price adjustment mechanism and exclusion clauses preclude any reduction or set-off. Welven is entitled to the balance of the purchase price less any agreed set-off.

Court Disposition

Claim allowed; Defendants' set-off and misrepresentation defences rejected

Orders

  • Welven Limited is entitled to judgment for £1,250,000 less any net set-off as determined by the price adjustment mechanism and Mazars' determination.
  • Any outstanding issues, including costs, to be dealt with by further order if not agreed.