116 Cardamon Ltd v MacAlister & Anor

116 Cardamon Ltd v MacAlister & Anor

The defendants breached warranties in the SPA by understating liabilities in the accounts (notably the FamilyPlus claims provision), but the claim regarding broker remuneration was time-barred due to insufficient notice under the SPA. Damages are to be assessed as the difference between the value of the company as...

Source-derived case information.

Parties
Claimant: 116 Cardamon Limited; Defendant: Mr Alan Ramsay MacAlister; Defendant: Mrs Birgitt Alice MacAlister
Jurisdiction
England and Wales
Judgment Date
15 May 2019
Procedural Posture
Commercial Claim (breach of Share Purchase Agreement Warranties) / Final Judgment After Trial
Outcome
Claim allowed in part; damages awarded for breach of warranty (underprovision claim); other claims (notably broker remuneration) dismissed as time-barred.
Legal Topics
Breach of Warranty, Share Purchase Agreement, Damages, Disclosure, Limitation of Actions
Commercial Law Contract Law Company Law Breach of Warranty Share Purchase Agreement Damages Disclosure Limitation of Actions

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Parties

116 Cardamon Limited

Claimant

Mr Alan Ramsay MacAlister

Defendant

Mrs Birgitt Alice MacAlister

Defendant

Procedural Posture

Commercial Claim (breach of Share Purchase Agreement Warranties) / Final Judgment After Trial

Legal Issues

  1. 1 Whether the defendants breached warranties in the share purchase agreement regarding the accuracy of accounts, disclosure of liabilities, and treatment of assets; Whether the claims are time-barred under the SPA limitation provisions; How damages should be assessed for breach of warranty.

Ratio Decidendi

The defendants breached warranties in the SPA by understating liabilities in the accounts (notably the FamilyPlus claims provision), but the claim regarding broker remuneration was time-barred due to insufficient notice under the SPA. Damages are to be assessed as the difference between the value of the company as warranted and as is, subject to the contractual cap. The court accepted the claimant's expert's approach to valuation and quantum, awarding damages up to the purchase price cap.

Court Disposition

Claim allowed in part; damages awarded for breach of warranty (underprovision claim); other claims (notably broker remuneration) dismissed as time-barred.

Orders

  • Defendants to pay the claimant £2,386,247.50 in damages, subject to the SPA cap.
  • Other claims dismissed.