Damoco (Bermuda) Ltd & Ors v Atlanta Bidco Ltd

Damoco (Bermuda) Ltd & Ors v Atlanta Bidco Ltd

The SPA required draft Deferred Consideration Accounts to be delivered only once audited financial statements were in such condition as could be formally signed off by the auditors, even after the long stop date. The accounts delivered on 5 August 2019 did not meet this requirement and could not trigger the obligation to pay Deferred Consideration. Accordingly, the application for summary judgment fails.

Parties
Claimant: Damoco (Bermuda) Limited and Others; Defendant: Atlanta Bidco Limited
Jurisdiction
England and Wales
Judgment Date
10 March 2020
Procedural Posture
Commercial / Summary Judgment Application
Outcome
application for summary judgment dismissed
Legal Topics
Summary Judgment, Contract Interpretation, Authority to Commence Proceedings, Deferred Consideration, Sale and Purchase Agreement
Contract Law Commercial Law Summary Judgment Contract Interpretation Authority to Commence Proceedings Deferred Consideration Sale and Purchase Agreement

Case Brief

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Parties

Damoco (Bermuda) Limited and Others

Claimant

Atlanta Bidco Limited

Defendant

Procedural Posture

Commercial / Summary Judgment Application

Legal Issues

  1. 1 Whether the accounts delivered on 5 August 2019 constituted draft Deferred Consideration Accounts under the SPA
  2. 2 Whether the notice of 8 August 2019 accepting the draft accounts as final and binding was duly authorised
  3. 3 Whether the first claimant had authority to commence proceedings

Ratio Decidendi

The SPA required draft Deferred Consideration Accounts to be delivered only once audited financial statements were in such condition as could be formally signed off by the auditors, even after the long stop date. The accounts delivered on 5 August 2019 did not meet this requirement and could not trigger the obligation to pay Deferred Consideration. Accordingly, the application for summary judgment fails.

Court Disposition

application for summary judgment dismissed