Arani & Ors v Cordic Group Ltd

Arani & Ors v Cordic Group Ltd

The SPA required timely and particularised notification for warranty claims; no valid Claim was notified, so the Retention Account Money must be released. Set-off is excluded by clear contractual terms. Claims for fraudulent breach of warranty may proceed against three claimants, but do not justify withholding payment. Misrepresentation and negligent misstatement claims are barred by the SPA's entire agreement clause. Rescission is barred by delay and affirmation. The 'clean hands' argument does not bar specific performance in this case.

Parties
Claimant: Dr Faramarz Shayan Arani; Claimant: Mr David Rossell Griffiths; Claimant: Farshid Zolghadr; Claimant: Mark Grosse; Claimant: Shahnaz Zolghadr; Defendant: Cordic Group Limited
Jurisdiction
England and Wales
Judgment Date
07 April 2021
Procedural Posture
Commercial / Summary Judgment and Amendment Application
Outcome
Summary judgment granted for claimants; amended counterclaim for fraudulent breach of warranty permitted against three claimants; specific performance ordered; no payment into court; other counterclaims struck out.
Legal Topics
Share Purchase Agreement, Warranties, Fraudulent Misrepresentation, Specific Performance, Set Off, Rescission, Notification Clauses, Amendment of Pleadings
Contract Commercial Equity Share Purchase Agreement Warranties Fraudulent Misrepresentation Specific Performance Set Off +3 more

Case Brief

Summary, issues, holding and outcome

More case intelligence is available

Unlock the full research layer for this judgment.

Full judgment text Downloadable case file Legal principles 6 Authorities cited 27 Party arguments 2 Amounts and remedies 3
Sign in to unlock

Parties

Dr Faramarz Shayan Arani

Claimant

Mr David Rossell Griffiths

Claimant

Farshid Zolghadr

Claimant

Mark Grosse

Claimant

Shahnaz Zolghadr

Claimant

Cordic Group Limited

Defendant

Procedural Posture

Commercial / Summary Judgment and Amendment Application

Legal Issues

  1. 1 Whether the defendant can withhold payment of the Retention Account Money under the SPA
  2. 2 Whether claims for fraudulent breach of warranty, misrepresentation, or negligent misstatement can be maintained outside the contractual notification period
  3. 3 Whether the defendant is entitled to set-off against sums payable under the SPA

Ratio Decidendi

The SPA required timely and particularised notification for warranty claims; no valid Claim was notified, so the Retention Account Money must be released. Set-off is excluded by clear contractual terms. Claims for fraudulent breach of warranty may proceed against three claimants, but do not justify withholding payment. Misrepresentation and negligent misstatement claims are barred by the SPA's entire agreement clause. Rescission is barred by delay and affirmation. The 'clean hands' argument does not bar specific performance in this case.

Court Disposition

Summary judgment granted for claimants; amended counterclaim for fraudulent breach of warranty permitted against three claimants; specific performance ordered; no payment into court; other counterclaims struck out.

Orders

  • Cordic Group Limited to pay Retention Account Money to claimants' solicitors within five business days
  • Defendant's counterclaim for fraudulent breach of warranty against First, Second, and Third Claimants permitted to proceed