Bikam OOD Central Investment Group SA v Adria Cable SARL

Bikam OOD Central Investment Group SA v Adria Cable SARL

The SPA, properly construed, confines all claims for misrepresentation based on the Sellers’ Warranties to contractual claims subject to the limitation of liability in Clause 9.3.3. The entire agreement and limitation clauses exclude or limit liability for misrepresentation except in cases of fraud, and the Defendant's counterclaim under the Misrepresentation Act 1967 cannot proceed outside these contractual confines.

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 Contract Dispute / Application to Strike Out Counterclaim or for Summary Judgment
Outcome
Application granted; paragraphs 33-39 of the counterclaim struck out or summary judgment entered for the Claimants on those paragraphs.
Legal Topics
Misrepresentation, Limitation of Liability, Entire Agreement Clauses, Interpretation of Commercial Contracts
Contract Law Commercial Law Misrepresentation Limitation of Liability Entire Agreement Clauses 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 Contract Dispute / Application to Strike Out Counterclaim or for Summary Judgment

Legal Issues

  1. 1 Whether the counterclaim for misrepresentation under s.2(1) of the Misrepresentation Act 1967 is precluded by the terms of the SPA
  2. 2 Whether the contractual limitation of liability in Clause 9.3.3 applies to claims for misrepresentation
  3. 3 Proper construction of the SPA regarding remedies for misrepresentation

Ratio Decidendi

The SPA, properly construed, confines all claims for misrepresentation based on the Sellers’ Warranties to contractual claims subject to the limitation of liability in Clause 9.3.3. The entire agreement and limitation clauses exclude or limit liability for misrepresentation except in cases of fraud, and the Defendant's counterclaim under the Misrepresentation Act 1967 cannot proceed outside these contractual confines.

Court Disposition

Application granted; paragraphs 33-39 of the counterclaim struck out or summary judgment entered for the Claimants on those paragraphs.

Orders

  • The Defendant's counterclaim for misrepresentation under s.2(1) of the Misrepresentation Act 1967 is struck out or dismissed.
  • Any claim for misrepresentation based on the Sellers’ Warranties is confined to contractual remedies and subject to the limitation of liability in Clause 9.3.3.