Laminates Acquisition Co v BTR Australia Ltd.

Laminates Acquisition Co v BTR Australia Ltd.

Laminates failed to comply with the requirements of paragraph 2 of Schedule 8 of the SPA because it did not give written notice to BTR specifying in reasonable detail the matter giving rise to the claim, the nature of the claim, and the amount claimed. The correspondence relied upon only notified BTR of possible future claims or third party investigations, not an actual claim under the Agreed Assurances. Compliance with paragraph 2 was a condition precedent to liability, and failure to comply precludes Laminates from bringing the claim.

Parties
Claimant: Laminates Acquisition Co; Defendant: BTR Australia Ltd
Jurisdiction
England and Wales
Judgment Date
31 October 2003
Procedural Posture
Commercial Breach of Contract Claim / Preliminary Issue Determination
Outcome
Claim precluded for failure to comply with contractual notice requirements
Legal Topics
Breach of Warranty, Notice Requirements, Share Sale and Purchase Agreements, Limitation of Liability
Contract Law Commercial Law Breach of Warranty Notice Requirements Share Sale and Purchase Agreements Limitation of Liability

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Parties

Laminates Acquisition Co

Claimant

BTR Australia Ltd

Defendant

Procedural Posture

Commercial Breach of Contract Claim / Preliminary Issue Determination

Legal Issues

  1. 1 Whether the claimant is precluded from bringing a claim for breach of warranty due to failure to comply with notice requirements under the SPA

Ratio Decidendi

Laminates failed to comply with the requirements of paragraph 2 of Schedule 8 of the SPA because it did not give written notice to BTR specifying in reasonable detail the matter giving rise to the claim, the nature of the claim, and the amount claimed. The correspondence relied upon only notified BTR of possible future claims or third party investigations, not an actual claim under the Agreed Assurances. Compliance with paragraph 2 was a condition precedent to liability, and failure to comply precludes Laminates from bringing the claim.

Court Disposition

Claim precluded for failure to comply with contractual notice requirements

Orders

  • Laminates is precluded from bringing a claim in respect of BTR’s alleged breach of the Agreed Assurance at paragraph 10(D) of Schedule 7 of the SPA by reason of its failure to comply with paragraph 2 of Schedule 8.
  • Costs to follow the event, subject to further submissions.