ClearCourse Partnership AcqireCo Ltd & Anor v Jethwa & Ors [2023] EWHC 1122 (Ch) (11 May 2023)

ClearCourse Partnership AcqireCo Ltd & Anor v Jethwa & Ors [2023] EWHC 1122 (Ch) (11 May 2023)

The deceit claim against Palmyra, as reformulated, has a real prospect of success because there is a properly pleaded case that Mr Jethwa acted as agent for Palmyra in negotiations, and the scope of that agency may have extended to making the alleged misrepresentations. The claims for breach of warranty and loan repayment against Palmyra do not have a real prospect of success and are not to proceed. The application by Palmyra for summary judgment/strike out is dismissed; permission is granted to amend the particulars of claim as proposed. The Claimants are entitled to pursue declaratory relief against Palmyra. Issues regarding the QB Counterclaim and other applications are reserved for...

Citation
[2023] EWHC 1122 (Ch)
Parties
Claimant: ClearCourse Partnership Acquireco Limited; Claimant: E-Novations (London) Limited; Claimant: Gerald John Gualtieri; Claimant: Joshua Barrett Rowe; Defendant: Manoj Jethwa; Defendant: Rekha Jethwa; Defendant: Palmyra Holdings Management Limited; Defendant: Epos Direct Europe Limited
Jurisdiction
England and Wales
Judgment Date
11 May 2023
Procedural Posture
Civil Commercial/chancery / Interlocutory Applications (summary Judgment, Strike Out, Amendment)
Outcome
Palmyra's application for summary judgment/strike out dismissed; Claimants granted permission to re-amend particulars of claim; claims for breach of warranty and loan repayment against Palmyra not to proceed; Claimants may pursue deceit and declaratory relief against Palmyra; other applications reserved.
Legal Topics
Share Purchase Agreement, Fraudulent Misrepresentation, Agency, Breach of Warranty, Declaratory Relief, Earn Out Provisions, Summary Judgment, Strike Out, Amendment of Pleadings
Commercial Law Contract Law Company Law Intellectual Property Law Share Purchase Agreement Fraudulent Misrepresentation Agency Breach of Warranty +5 more

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Parties

ClearCourse Partnership Acquireco Limited

Claimant

E-Novations (London) Limited

Claimant

Gerald John Gualtieri

Claimant

Joshua Barrett Rowe

Claimant

Manoj Jethwa

Defendant

Rekha Jethwa

Defendant

Palmyra Holdings Management Limited

Defendant

Epos Direct Europe Limited

Defendant

Procedural Posture

Civil Commercial/chancery / Interlocutory Applications (summary Judgment, Strike Out, Amendment)

Legal Issues

  1. 1 Whether Palmyra Holdings Management Limited can be liable for fraudulent misrepresentation by agency in the SPA negotiations
  2. 2 Whether the claims against Palmyra for breach of warranty and loan repayment are sustainable
  3. 3 Whether the QB Counterclaim by Mr Jethwa for earn-out consideration and against individuals for procuring breach of contract/conspiracy should be struck out or amended

Ratio Decidendi

The deceit claim against Palmyra, as reformulated, has a real prospect of success because there is a properly pleaded case that Mr Jethwa acted as agent for Palmyra in negotiations, and the scope of that agency may have extended to making the alleged misrepresentations. The claims for breach of warranty and loan repayment against Palmyra do not have a real prospect of success and are not to proceed. The application by Palmyra for summary judgment/strike out is dismissed; permission is granted to amend the particulars of claim as proposed. The Claimants are entitled to pursue declaratory relief against Palmyra. Issues regarding the QB Counterclaim and other applications are reserved for...

Court Disposition

Palmyra's application for summary judgment/strike out dismissed; Claimants granted permission to re-amend particulars of claim; claims for breach of warranty and loan repayment against Palmyra not to proceed; Claimants may pursue deceit and declaratory relief against Palmyra; other applications reserved.

Orders

  • Palmyra's application for summary judgment/strike out dismissed
  • Claimants granted permission to re-amend particulars of claim as proposed