Home Doors (GB) Ltd v France [2002] EWCA Civ 1122 (16 July 2002)

Home Doors (GB) Ltd v France [2002] EWCA Civ 1122 (16 July 2002)

The claim for breach of warranty was barred because proceedings were not commenced within six months of the first written particulars as required by the agreement. The warranties covered individual items in the balance sheet, including stock value, but the disclosure letter qualified the warranty to £1.6 million. The proper measure of damages is the shortfall between the warranted and actual stock value, subject to contractual limits.

Citation
[2002] EWCA Civ 1122
Parties
Claimant/appellant: Home Doors (GB) Limited; Defendant/respondent: Michael Charles France
Jurisdiction
England and Wales
Judgment Date
16 July 2002
Procedural Posture
Civil Appeal / Appeal From High Court (chancery Division) to Court of Appeal
Outcome
Appeal and cross-appeal dismissed
Legal Topics
Share Sale Agreement, Warranties, Disclosure Letter, Damages for Breach of Warranty, Limitation Clauses, Measure of Damages, Misrepresentation
Contract Law Company Law Share Sale Agreement Warranties Disclosure Letter Damages for Breach of Warranty Limitation Clauses Measure of Damages +1 more

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Parties

Home Doors (GB) Limited

Claimant/appellant

Michael Charles France

Defendant/respondent

Procedural Posture

Civil Appeal / Appeal From High Court (chancery Division) to Court of Appeal

Legal Issues

  1. 1 Whether the claim for breach of warranty was barred by failure to commence proceedings within the contractual time limit after written particulars were given.
  2. 2 Whether the warranties in the share sale agreement covered individual items in the balance sheet, specifically the value of stock.
  3. 3 Effect of the disclosure letter on the scope of the warranty regarding stock value.

Ratio Decidendi

The claim for breach of warranty was barred because proceedings were not commenced within six months of the first written particulars as required by the agreement. The warranties covered individual items in the balance sheet, including stock value, but the disclosure letter qualified the warranty to £1.6 million. The proper measure of damages is the shortfall between the warranted and actual stock value, subject to contractual limits.

Court Disposition

Appeal and cross-appeal dismissed

Orders

  • No order as to costs
  • Permission to appeal to the House of Lords refused