Ivy Technology Ltd v Martin & Ors [2020] EWHC 94 (Comm) (23 January 2020)

Ivy Technology Ltd v Martin & Ors [2020] EWHC 94 (Comm) (23 January 2020)

Permission to amend Particulars of Claim to allege Second Defendant as principal is granted as claim has real prospect of success; court declines to resolve exclusion of liability, estoppel, and election at this stage; permission to amend to treat warranties as representations is refused.

Citation
[2020] EWHC 94 (Comm)
Parties
Claimant: Ivy Technology Limited; First Defendant: Barry Martin; Second Defendant: Paul Bell; Third Defendant: AXL Media Limited
Jurisdiction
England and Wales
Judgment Date
23 January 2020
Procedural Posture
Commercial Court Application / Application to Amend Particulars of Claim
Outcome
Permission to amend Particulars of Claim granted in part; permission refused regarding warranties as representations.
Legal Topics
Undisclosed Principal Liability, Amendment of Pleadings, Estoppel, Election, Warranties Vs Representations
Contract Law Tort Law Company Law Undisclosed Principal Liability Amendment of Pleadings Estoppel Election Warranties Vs Representations

Case Brief

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Parties

Ivy Technology Limited

Claimant

Barry Martin

First Defendant

Paul Bell

Second Defendant

AXL Media Limited

Third Defendant

Procedural Posture

Commercial Court Application / Application to Amend Particulars of Claim

Legal Issues

  1. 1 Whether Second Defendant can be sued as disclosed or undisclosed principal under share sale agreement
  2. 2 Whether terms of agreement exclude Second Defendant's liability
  3. 3 Whether warranties can be treated as representations

Ratio Decidendi

Permission to amend Particulars of Claim to allege Second Defendant as principal is granted as claim has real prospect of success; court declines to resolve exclusion of liability, estoppel, and election at this stage; permission to amend to treat warranties as representations is refused.

Court Disposition

Permission to amend Particulars of Claim granted in part; permission refused regarding warranties as representations.

Orders

  • Parties to agree order reflecting judgment decisions.
  • Permission to amend to allege Second Defendant as principal granted.