Darryl Adie & Anor v Ingenuity Digital Limited

Darryl Adie & Anor v Ingenuity Digital Limited

The SPA, properly construed, permits the defendant to adjust EBITDA under Schedule 7 for the O4B invoices in accordance with the specified methodology, and does not prohibit a potential indemnity claim for the same loss; any dispute as to the adjustment is for expert determination, and the contract does not contain an express or implied prohibition on such double-claims.

Parties
Claimant: Mr Darryl Adie; Claimant: Mr Brett Cooper; Defendant: Ingenuity Digital Limited
Jurisdiction
England and Wales
Judgment Date
17 November 2024
Procedural Posture
Part 8 Claim (contractual Interpretation) / Judgment After Hearing
Outcome
Claim dismissed; declarations sought by defendant granted.
Legal Topics
Contractual Interpretation, Share Purchase Agreement, Deferred Consideration, Indemnity Clauses, Expert Determination
Contract Law Commercial Law Contractual Interpretation Share Purchase Agreement Deferred Consideration Indemnity Clauses Expert Determination

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Parties

Mr Darryl Adie

Claimant

Mr Brett Cooper

Claimant

Ingenuity Digital Limited

Defendant

Procedural Posture

Part 8 Claim (contractual Interpretation) / Judgment After Hearing

Legal Issues

  1. 1 Whether the defendant is entitled to adjust EBITDA under Schedule 7 of the SPA for the O4B invoices
  2. 2 Whether the defendant can both adjust EBITDA and claim under the indemnity for the same loss (potential double-claim)

Ratio Decidendi

The SPA, properly construed, permits the defendant to adjust EBITDA under Schedule 7 for the O4B invoices in accordance with the specified methodology, and does not prohibit a potential indemnity claim for the same loss; any dispute as to the adjustment is for expert determination, and the contract does not contain an express or implied prohibition on such double-claims.

Court Disposition

Claim dismissed; declarations sought by defendant granted.

Orders

  • Claimants not entitled to declarations sought.
  • Defendant entitled to declarations that it may adjust EBITDA for the O4B invoices and that disputes as to the adjustment are for expert determination.