Atten Bidco Ltd v Assassa & Ors [2025] EWHC 2347 (Comm) (16 September 2025)

Atten Bidco Ltd v Assassa & Ors [2025] EWHC 2347 (Comm) (16 September 2025)

The Defendants breached warranties in the SPA by failing to disclose that the NAO contract could not readily be fulfilled without undue or unusual expenditure of money or effort, and by failing to disclose the loss of the Aquila contract. The court held that only written disclosures in the Data Room or Disclosure Letter satisfy the SPA's definition of 'Disclosed'; oral disclosures at meetings are excluded by the entire agreement clause. The warranty at 13.2.4 is not limited to loss-making contracts but covers qualitative factors affecting performance. The Defendants' arguments regarding estoppel and oral disclosure were rejected. The Claimant is entitled to damages for breach of warranty,...

Citation
[2025] EWHC 2347 (Comm)
Parties
Claimant: Atten Bidco Limited; Defendant: Anna Assassa; Defendant: Ben Austen; Defendant: Kelly Atkinson; Defendant: Richard Baxter
Jurisdiction
England and Wales
Judgment Date
16 September 2025
Procedural Posture
Commercial Breach of Warranty Claim / High Court Trial Judgment
Outcome
Claim allowed in part; Defendants found liable for breach of warranty; damages awarded subject to quantum assessment.
Legal Topics
Share Purchase Agreement, Breach of Warranty, Disclosure, Damages, Estoppel, Contract Interpretation
Commercial Law Contract Law Mergers and Acquisitions Share Purchase Agreement Breach of Warranty Disclosure Damages Estoppel +1 more

Case Brief

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Parties

Atten Bidco Limited

Claimant

Anna Assassa

Defendant

Ben Austen

Defendant

Kelly Atkinson

Defendant

Richard Baxter

Defendant

Procedural Posture

Commercial Breach of Warranty Claim / High Court Trial Judgment

Legal Issues

  1. 1 Whether the Defendants breached warranties in the SPA regarding the NAO, Aquila, and MOD contracts
  2. 2 Whether relevant facts were 'Disclosed' under the SPA
  3. 3 Proper construction of warranty clauses 13.2.4, 13.7.1, and 8 of Schedule 4

Ratio Decidendi

The Defendants breached warranties in the SPA by failing to disclose that the NAO contract could not readily be fulfilled without undue or unusual expenditure of money or effort, and by failing to disclose the loss of the Aquila contract. The court held that only written disclosures in the Data Room or Disclosure Letter satisfy the SPA's definition of 'Disclosed'; oral disclosures at meetings are excluded by the entire agreement clause. The warranty at 13.2.4 is not limited to loss-making contracts but covers qualitative factors affecting performance. The Defendants' arguments regarding estoppel and oral disclosure were rejected. The Claimant is entitled to damages for breach of warranty,...

Court Disposition

Claim allowed in part; Defendants found liable for breach of warranty; damages awarded subject to quantum assessment.

Orders

  • Defendants to pay damages to Claimant for breach of warranty under the SPA.
  • Quantum to be assessed in accordance with the judgment's findings.