Zayo Group International Ltd v Ainger & Ors [2017] EWHC 2542 (Comm) (13 October 2017)

Zayo Group International Ltd v Ainger & Ors [2017] EWHC 2542 (Comm) (13 October 2017)

Failure to serve valid notice of claim on the Fifth Defendant (Ms Jaggard) within the contractual deadline under SPA Schedule 6 paragraph 3.2 results in no liability for her and, by operation of the SPA, no liability for any Defendant in respect of the Management Warranty Claims. The Notice of Claim did not comply with the SPA requirements for reasonable detail and estimate of loss, and the pleaded measure of loss was legally incorrect. Claims are struck out.

Citation
[2017] EWHC 2542 (Comm)
Parties
Claimant: Zayo Group International Limited; Defendant: Michael Ainger; Defendant: David Castledine; Defendant: Michelle Coffman; Defendant: Adrian Howe; Defendant: Sheree Jaggard; Defendant: Christopher Smedley; Defendant: Jonathan Watts
Jurisdiction
England and Wales
Judgment Date
13 October 2017
Procedural Posture
Commercial Court Claim / Application for Strike Out and Summary Judgment
Outcome
Claim struck out against all Defendants
Legal Topics
Share Purchase Agreement, Warranty Claims, Notification Clauses, Measure of Loss, Contractual Construction
Contract Law Commercial Law Share Purchase Agreement Warranty Claims Notification Clauses Measure of Loss Contractual Construction

Case Brief

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Parties

Zayo Group International Limited

Claimant

Michael Ainger

Defendant

David Castledine

Defendant

Michelle Coffman

Defendant

Adrian Howe

Defendant

Sheree Jaggard

Defendant

Christopher Smedley

Defendant

Jonathan Watts

Defendant

Procedural Posture

Commercial Court Claim / Application for Strike Out and Summary Judgment

Legal Issues

  1. 1 Whether notice of claim was validly served on all Defendants within the contractual time limit
  2. 2 Whether the Notice of Claim complied with the SPA requirements for reasonable detail and estimate of amount
  3. 3 Whether the measure of loss pleaded was legally correct under the SPA

Ratio Decidendi

Failure to serve valid notice of claim on the Fifth Defendant (Ms Jaggard) within the contractual deadline under SPA Schedule 6 paragraph 3.2 results in no liability for her and, by operation of the SPA, no liability for any Defendant in respect of the Management Warranty Claims. The Notice of Claim did not comply with the SPA requirements for reasonable detail and estimate of loss, and the pleaded measure of loss was legally incorrect. Claims are struck out.

Court Disposition

Claim struck out against all Defendants

Orders

  • Claim against Fifth Defendant dismissed for lack of valid notice
  • Claim against all Defendants struck out for failure to comply with SPA notice requirements