Veranova Bidco LP v Johnson Matthey Plc & Ors

Veranova Bidco LP v Johnson Matthey Plc & Ors

There is no legal principle that precludes actionable representations arising from statements in a draft Disclosure Letter, especially in the context of alleged fraud. Whether such statements constitute actionable misrepresentations is a question of fact and context that must be determined at trial. The claim for fraudulent misrepresentation has real prospects of success and cannot be summarily dismissed or struck out.

Parties
Claimant: Veranova Bidco LP; Defendant: Johnson Matthey PLC; Defendant: Johnson Matthey Investments Limited; Defendant: Johnson Matthey Incorporated
Jurisdiction
England and Wales
Judgment Date
25 March 2025
Procedural Posture
Commercial Court Claim / Summary Judgment/strike Out Application
Outcome
Application for strike out/summary judgment refused
Legal Topics
Misrepresentation, Fraudulent Misrepresentation, Share Purchase Agreements, Disclosure Letters, Warranties, Summary Judgment, Strike Out
Contract Law Commercial Law Fraud Misrepresentation Fraudulent Misrepresentation Share Purchase Agreements Disclosure Letters Warranties +2 more

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Parties

Veranova Bidco LP

Claimant

Johnson Matthey PLC

Defendant

Johnson Matthey Investments Limited

Defendant

Johnson Matthey Incorporated

Defendant

Procedural Posture

Commercial Court Claim / Summary Judgment/strike Out Application

Legal Issues

  1. 1 Whether statements in a draft Disclosure Letter can constitute actionable representations for the purposes of a fraudulent misrepresentation claim
  2. 2 Whether the contractual scheme precludes claims for misrepresentation based on disclosures
  3. 3 Whether summary judgment or strike out is appropriate given the factual complexity

Ratio Decidendi

There is no legal principle that precludes actionable representations arising from statements in a draft Disclosure Letter, especially in the context of alleged fraud. Whether such statements constitute actionable misrepresentations is a question of fact and context that must be determined at trial. The claim for fraudulent misrepresentation has real prospects of success and cannot be summarily dismissed or struck out.

Court Disposition

Application for strike out/summary judgment refused

Orders

  • The remaining part of the Claimant's misrepresentation claim will proceed to trial.