Vald. Nielsen Holding A/S Newwatch Ltd v Baldorino & Ors

Vald. Nielsen Holding A/S Newwatch Ltd v Baldorino & Ors

The Defendants made deliberate and dishonest misrepresentations to the Claimants regarding Updata UK's financial position, intending to induce the sale of shares at an undervalue. The Claimants relied on these misrepresentations and suffered loss. The assignment of claims to Vald. Nielsen was valid. The Defendants are liable in deceit and conspiracy; no fiduciary duty was owed to the Claimants as shareholders in the circumstances.

Parties
Claimant: Vald. Nielsen Holding A/S; Claimant: Newwatch Limited; Defendant: Mr Victor Baldorino; Defendant: Mr Richard Bennett; Defendant: Mr Julian Mantell
Jurisdiction
England and Wales
Judgment Date
18 July 2019
Procedural Posture
Commercial Fraud and Breach of Fiduciary Duty / Final Judgment After Full Trial
Outcome
Claim for deceit and conspiracy by Vald. Nielsen succeeds; claim for breach of fiduciary duty fails; damages awarded to Vald. Nielsen.
Legal Topics
Deceit (fraudulent Misrepresentation), Breach of Fiduciary Duty, Unlawful Means Conspiracy, Assignment of Claims, Damages Assessment
Commercial Law Company Law Tort Law Deceit (fraudulent Misrepresentation) Breach of Fiduciary Duty Unlawful Means Conspiracy Assignment of Claims Damages Assessment

Case Brief

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Parties

Vald. Nielsen Holding A/S

Claimant

Newwatch Limited

Claimant

Mr Victor Baldorino

Defendant

Mr Richard Bennett

Defendant

Mr Julian Mantell

Defendant

Procedural Posture

Commercial Fraud and Breach of Fiduciary Duty / Final Judgment After Full Trial

Legal Issues

  1. 1 Whether the Defendants made fraudulent misrepresentations to the Claimants regarding the financial position of Updata UK during the sale process in 2009
  2. 2 Whether the Defendants breached fiduciary duties owed to the Claimants as shareholders
  3. 3 Whether the assignment of claims from Updata Europe to Vald. Nielsen was valid under Danish and English law

Ratio Decidendi

The Defendants made deliberate and dishonest misrepresentations to the Claimants regarding Updata UK's financial position, intending to induce the sale of shares at an undervalue. The Claimants relied on these misrepresentations and suffered loss. The assignment of claims to Vald. Nielsen was valid. The Defendants are liable in deceit and conspiracy; no fiduciary duty was owed to the Claimants as shareholders in the circumstances.

Court Disposition

Claim for deceit and conspiracy by Vald. Nielsen succeeds; claim for breach of fiduciary duty fails; damages awarded to Vald. Nielsen.

Orders

  • Defendants to pay damages to Vald. Nielsen assessed at £6,518,652, subject to interest and costs.
  • Claim for breach of fiduciary duty dismissed.