Atten Bidco Limited v Anna Assassa & Ors

Atten Bidco Limited v Anna Assassa & Ors

Defendants breached warranties in SPA by failing to disclose material issues with NAO contract, loss of Aquila contract, and overstating MOD WIP; disclosure via RAG report and meetings was insufficient under SPA; damages awarded based on reduced value of shares reflecting increased risk and loss of revenue.

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 Claim for Breach of Warranties in Share Purchase Agreement / Final Judgment After Trial
Outcome
Claimant succeeds; Defendants found jointly and severally liable for breach of warranties.
Legal Topics
Share Purchase Agreement, Breach of Warranty, Disclosure, Damages, Estoppel, Contractual Interpretation
Commercial Law Contract Law Corporate Law Share Purchase Agreement Breach of Warranty Disclosure Damages Estoppel +1 more

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Parties

Atten Bidco Limited

Claimant

Anna Assassa

Defendant

Ben Austen

Defendant

Kelly Atkinson

Defendant

Richard Baxter

Defendant

Procedural Posture

Commercial Claim for Breach of Warranties in Share Purchase Agreement / Final Judgment After Trial

Legal Issues

  1. 1 Whether Defendants breached warranties in SPA regarding NAO, Aquila, and MOD contracts
  2. 2 Whether facts giving rise to warranty claims were 'Disclosed' under SPA
  3. 3 Proper construction of SPA terms including 'Disclosed' and 'ordinary course of business'

Ratio Decidendi

Defendants breached warranties in SPA by failing to disclose material issues with NAO contract, loss of Aquila contract, and overstating MOD WIP; disclosure via RAG report and meetings was insufficient under SPA; damages awarded based on reduced value of shares reflecting increased risk and loss of revenue.

Court Disposition

Claimant succeeds; Defendants found jointly and severally liable for breach of warranties.

Orders

  • Damages awarded: £2,000,000 for NAO claim, £312,000 for Aquila claim, £90,000 for MOD claim.
  • Consideration of consequential orders adjourned to later hearing.