Notus Group Limited v British Engineering Services Holdco Limited

Notus Group Limited v British Engineering Services Holdco Limited

The Notus Parties breached bribery warranties in the SPA by making inducements to Mr Daniels for improper performance at EDF. Damages are to be assessed as the difference between the value of NHLS as warranted and its value with the warranties false, with a 25% reduction to the Rullion EBITDA reflecting retention of 75% of the tainted revenue. BES's claim for investigation costs is dismissed due to insufficient evidence.

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
06 September 2025
Procedural Posture
Commercial Claim With Counterclaim and Part 20 Proceedings / Final Judgment After Trial
Outcome
Judgment for Notus on main claim (subject to Counterclaim); Judgment for BES on Counterclaim/Part 20 Claim; BES's consequential loss claim for investigation costs dismissed.
Legal Topics
Share Purchase Agreement, Breach of Warranty, Bribery, Damages, Corporate Acquisition, Anti Bribery Compliance
Contract Law Commercial Law Corporate Law Share Purchase Agreement Breach of Warranty Bribery Damages Corporate Acquisition +1 more

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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 With Counterclaim and Part 20 Proceedings / Final Judgment After Trial

Legal Issues

  1. 1 Whether the Notus Parties breached commercial warranties in the SPA relating to bribery
  2. 2 Whether payments and gifts to Mr Daniels and Mr Milledge constituted inducements for improper performance under the Bribery Act 2010
  3. 3 Assessment of damages for breach of warranty

Ratio Decidendi

The Notus Parties breached bribery warranties in the SPA by making inducements to Mr Daniels for improper performance at EDF. Damages are to be assessed as the difference between the value of NHLS as warranted and its value with the warranties false, with a 25% reduction to the Rullion EBITDA reflecting retention of 75% of the tainted revenue. BES's claim for investigation costs is dismissed due to insufficient evidence.

Court Disposition

Judgment for Notus on main claim (subject to Counterclaim); Judgment for BES on Counterclaim/Part 20 Claim; BES's consequential loss claim for investigation costs dismissed.

Orders

  • Damages to BES to be calculated on Scenario 1, modified to reflect retention of 75% of Rullion EBITDA; outstanding calculation points subject to further submissions if necessary.
  • Dismissal of BES's claim for investigation costs.