First Names (Jersey) Ltd & Anor v IFG Group Plc [2017] EWHC 3014 (Comm) (24 November 2017)

First Names (Jersey) Ltd & Anor v IFG Group Plc [2017] EWHC 3014 (Comm) (24 November 2017)

FN Jersey is obliged to indemnify its employees required to serve as directors of client companies, as an implied term of their employment contracts under Jersey law. IFG is liable under the SPA to indemnify FN Jersey and FN Group for losses arising from litigation based on pre-completion events, and the notice requirements under the SPA were satisfied by the claim notification given.

Citation
[2017] EWHC 3014 (Comm)
Parties
Claimant: First Names (Jersey) Limited; Claimant: First Names Group Limited; Defendant: IFG Group PLC
Jurisdiction
England and Wales
Judgment Date
24 November 2017
Procedural Posture
Commercial Court Claim Under Shorter Trials Scheme / Judgment After Trial
Outcome
Claimants succeed
Legal Topics
Implied Indemnities, Share Purchase Agreements, Directors' Duties, Notice Requirements Under SPA
Commercial Law Contract Law Employment Law Implied Indemnities Share Purchase Agreements Directors' Duties Notice Requirements Under SPA

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Parties

First Names (Jersey) Limited

Claimant

First Names Group Limited

Claimant

IFG Group PLC

Defendant

Procedural Posture

Commercial Court Claim Under Shorter Trials Scheme / Judgment After Trial

Legal Issues

  1. 1 Whether FN Jersey is obliged to indemnify its employees serving as directors of a client company under Jersey law
  2. 2 Whether IFG is obliged under the SPA to indemnify FN Jersey or FN Group for liabilities arising from pre-completion events
  3. 3 Whether notice requirements and quantification under the SPA were satisfied

Ratio Decidendi

FN Jersey is obliged to indemnify its employees required to serve as directors of client companies, as an implied term of their employment contracts under Jersey law. IFG is liable under the SPA to indemnify FN Jersey and FN Group for losses arising from litigation based on pre-completion events, and the notice requirements under the SPA were satisfied by the claim notification given.

Court Disposition

Claimants succeed