Bikam OOD Central Investment Group SA v Adria Cable SARL [2012] EWHC 621 (Comm) (15 March 2012)

Bikam OOD Central Investment Group SA v Adria Cable SARL [2012] EWHC 621 (Comm) (15 March 2012)

The SPA, properly construed, confines the Defendant's remedies for breach of the Sellers' Warranties, including claims framed as misrepresentation, to the contractual remedies and limitations set out in Clause 9. The entire agreement clause and limitation of liability provisions exclude or limit liability for misrepresentation based on the same facts as a breach of warranty. The Defendant's counterclaim for misrepresentation cannot proceed outside these contractual limits.

Citation
[2012] EWHC 621 (Comm)
Parties
Claimant: Bikam OOD; Claimant: Central Investment Group SA; Defendant: Adria Cable S.a.r.l.
Jurisdiction
England and Wales
Judgment Date
15 March 2012
Procedural Posture
Commercial Contractual Dispute / Application to Strike Out or for Summary Judgment on Counterclaim
Outcome
Application granted
Legal Topics
Misrepresentation, Limitation of Liability, Entire Agreement Clauses, Share Purchase Agreement, Interpretation of Commercial Contracts
Contract Law Commercial Law Misrepresentation Limitation of Liability Entire Agreement Clauses Share Purchase Agreement Interpretation of Commercial Contracts

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Parties

Bikam OOD

Claimant

Central Investment Group SA

Claimant

Adria Cable S.a.r.l.

Defendant

Procedural Posture

Commercial Contractual Dispute / Application to Strike Out or for Summary Judgment on Counterclaim

Legal Issues

  1. 1 Whether the defendant's counterclaim for misrepresentation is precluded or limited by the terms of the Share Purchase Agreement (SPA)
  2. 2 Whether the SPA excludes or limits liability for misrepresentation under s.2(1) of the Misrepresentation Act 1967
  3. 3 Whether the contractual limitation of liability applies to claims framed as misrepresentation

Ratio Decidendi

The SPA, properly construed, confines the Defendant's remedies for breach of the Sellers' Warranties, including claims framed as misrepresentation, to the contractual remedies and limitations set out in Clause 9. The entire agreement clause and limitation of liability provisions exclude or limit liability for misrepresentation based on the same facts as a breach of warranty. The Defendant's counterclaim for misrepresentation cannot proceed outside these contractual limits.

Court Disposition

Application granted

Orders

  • Paragraphs 33-39 of the counterclaim are struck out.
  • Summary judgment granted in favour of the Claimants on these paragraphs of the counterclaim.