Infiniteland Ltd & Anor v Artisan Contracting Ltd & Anor

Infiniteland Ltd & Anor v Artisan Contracting Ltd & Anor

The appeal was dismissed because the warranty as to the accuracy of the accounts was qualified by the disclosure made in the Disclosure Letter and accompanying documents, which, objectively, was sufficient. There was no breach of warranty as so qualified. The appellants' failure to invoke the contractual machinery for price adjustment under the agreement was fatal to their claim for a price adjustment. The knowledge of the reporting accountant was not imputed to the purchaser for the purposes of actual knowledge under the contract, but this was not determinative given the sufficiency of disclosure.

Parties
Appellant: Infiniteland Ltd; Appellant: Mr John Aviss; Respondent: Artisan Contracting Limited; Respondent: Artisan (UK) Limited
Jurisdiction
England and Wales
Judgment Date
22 June 2005
Procedural Posture
Civil Appeal / Appeal From High Court (chancery Division) to Court of Appeal
Outcome
Appeal dismissed
Legal Topics
Share Sale Agreement, Breach of Warranty, Disclosure Requirements, Imputed Knowledge, Contractual Machinery for Price Adjustment
Contract Law Company Law Share Sale Agreement Breach of Warranty Disclosure Requirements Imputed Knowledge Contractual Machinery for Price Adjustment

Case Brief

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Parties

Infiniteland Ltd

Appellant

Mr John Aviss

Appellant

Artisan Contracting Limited

Respondent

Artisan (UK) Limited

Respondent

Procedural Posture

Civil Appeal / Appeal From High Court (chancery Division) to Court of Appeal

Legal Issues

  1. 1 Whether there was a breach of warranty in the share sale agreement regarding the accuracy of accounts
  2. 2 Whether disclosure requirements were satisfied by the Disclosure Letter and accompanying documents
  3. 3 Whether the knowledge of the purchaser's reporting accountant is imputed to the purchaser for the purposes of warranty claims

Ratio Decidendi

The appeal was dismissed because the warranty as to the accuracy of the accounts was qualified by the disclosure made in the Disclosure Letter and accompanying documents, which, objectively, was sufficient. There was no breach of warranty as so qualified. The appellants' failure to invoke the contractual machinery for price adjustment under the agreement was fatal to their claim for a price adjustment. The knowledge of the reporting accountant was not imputed to the purchaser for the purposes of actual knowledge under the contract, but this was not determinative given the sufficiency of disclosure.

Court Disposition

Appeal dismissed

Orders

  • The appeal is dismissed.