Kitcatt & Ors MMS UK Holdings Ltd & Ors

Kitcatt & Ors MMS UK Holdings Ltd & Ors

MMS breached the Buyer Warranty by failing to disclose the vulnerability of Digitas UK's Procter & Gamble BAL business, which could reasonably be expected to have a material adverse impact on future revenue and operating income. A binding agreement was reached in December 2012 to adjust Deferred Consideration to £2.6 million, which constitutes a compromise of any breach of warranty claim. Publicis Groupe SA is not liable.

Parties
Claimant: Paul Kitcatt; Claimant: Marc Alan Nohr; Claimant: Yvonne Alexander; Claimant: The estate of Jeremy David Jonathan Shaw; Claimant: Clive Richard Mishon; Claimant: Richard Madden; Claimant: Steven Ireland; Claimant: Annette Blunden; Claimant: Lazar Dzamic; Claimant: Simon Robinson; Claimant: Jamie Tierney; Claimant: Phil Keevill; Defendant: MMS UK Holdings Limited; Defendant: Publicis Groupe SA
Jurisdiction
England and Wales
Judgment Date
04 April 2017
Procedural Posture
Commercial / Final Judgment
Outcome
judgment for claimants against MMS UK Holdings Limited; claim against Publicis Groupe SA dismissed
Legal Topics
Share Purchase Agreement, Warranties, Variation of Contract, Earn Out, Breach of Warranty, Compromise, Remedies
Contract Company Commercial Share Purchase Agreement Warranties Variation of Contract Earn Out Breach of Warranty +2 more

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Parties

Paul Kitcatt

Claimant

Marc Alan Nohr

Claimant

Yvonne Alexander

Claimant

The estate of Jeremy David Jonathan Shaw

Claimant

Clive Richard Mishon

Claimant

Richard Madden

Claimant

Steven Ireland

Claimant

Annette Blunden

Claimant

Lazar Dzamic

Claimant

Simon Robinson

Claimant

Jamie Tierney

Claimant

Phil Keevill

Claimant

MMS UK Holdings Limited

Defendant

Publicis Groupe SA

Defendant

Procedural Posture

Commercial / Final Judgment

Legal Issues

  1. 1 Whether MMS breached the Buyer Warranty under clause 10.11(a) of the SPA
  2. 2 Whether the Buyer Warranty is enforceable
  3. 3 Whether a binding agreement was reached in December 2012 to adjust Deferred Consideration

Ratio Decidendi

MMS breached the Buyer Warranty by failing to disclose the vulnerability of Digitas UK's Procter & Gamble BAL business, which could reasonably be expected to have a material adverse impact on future revenue and operating income. A binding agreement was reached in December 2012 to adjust Deferred Consideration to £2.6 million, which constitutes a compromise of any breach of warranty claim. Publicis Groupe SA is not liable.

Court Disposition

judgment for claimants against MMS UK Holdings Limited; claim against Publicis Groupe SA dismissed

Orders

  • MMS UK Holdings Limited to pay claimants £2,600,000 as Deferred Consideration
  • Publicis Groupe SA discharged from liability