Equitix EEEF Biomass 2 Ltd v Fox & Ors [2021] EWHC 2531 (TCC) (27 September 2021)

Equitix EEEF Biomass 2 Ltd v Fox & Ors [2021] EWHC 2531 (TCC) (27 September 2021)

The court found that certain warranties in the SSA were breached by the defendants, that Equitix suffered loss as a result, and that the liability for damages is capped at £11 million under the SSA. The court rejected the defendants' counterclaim for deferred consideration, finding that the conditions for payment were not met and that there was no actionable loss of chance. The court also found that the defendants' disclosures were insufficient and that there was misleading conduct regarding the plant's performance.

Citation
[2021] EWHC 2531 (TCC)
Parties
Claimant: Equitix EEEF Biomass 2 Limited; Defendant: Michael Fox; Defendant: The Estate of Michaela Harrison-Fox; Defendant: Dickinson Alexander; Defendant: David Botterill; Defendant: Tönnis van der Sluis; Defendant: Sarah-Jane Graham-Pedel; Defendant: Carolyn Jackson-Smith; Defendant: Thomas Fox; Defendant: Aqua Ventures International FZE
Jurisdiction
England and Wales
Judgment Date
27 September 2021
Procedural Posture
Commercial Contract Dispute / High Court Trial Judgment
Outcome
Claim allowed in part; counterclaim dismissed
Legal Topics
Share Sale Agreement, Warranties, Misrepresentation, Damages, Deferred Consideration, Disclosure, Breach of Contract
Contract Law Commercial Law Share Sale Agreement Warranties Misrepresentation Damages Deferred Consideration Disclosure +1 more

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Parties

Equitix EEEF Biomass 2 Limited

Claimant

Michael Fox

Defendant

The Estate of Michaela Harrison-Fox

Defendant

Dickinson Alexander

Defendant

David Botterill

Defendant

Tönnis van der Sluis

Defendant

Sarah-Jane Graham-Pedel

Defendant

Carolyn Jackson-Smith

Defendant

Thomas Fox

Defendant

Aqua Ventures International FZE

Defendant

Procedural Posture

Commercial Contract Dispute / High Court Trial Judgment

Legal Issues

  1. 1 Whether the defendants breached warranties in the Share Sale Agreement (SSA)
  2. 2 Whether the claimant is entitled to damages for breach of warranty
  3. 3 Whether the defendants are entitled to deferred consideration or damages for loss of chance

Ratio Decidendi

The court found that certain warranties in the SSA were breached by the defendants, that Equitix suffered loss as a result, and that the liability for damages is capped at £11 million under the SSA. The court rejected the defendants' counterclaim for deferred consideration, finding that the conditions for payment were not met and that there was no actionable loss of chance. The court also found that the defendants' disclosures were insufficient and that there was misleading conduct regarding the plant's performance.

Court Disposition

Claim allowed in part; counterclaim dismissed

Orders

  • Defendants to pay damages to claimant, capped at £11 million as per SSA
  • Counterclaim for deferred consideration and declaratory relief dismissed