Kang v Eau [2010] EWHC 1837 (QB) (27 July 2010)

Kang v Eau [2010] EWHC 1837 (QB) (27 July 2010)

The Defendant failed to prove any operative misrepresentation by the Claimant; the SSA terms govern liability for debts and VAT returns, and clause 2.5 is not illegal under Section 830 of the Companies Act 2006. The Defendant affirmed the SSA after purported rescission and is not entitled to rescission or damages.

Citation
[2010] EWHC 1837
Parties
Claimant: Mrs Eun Young Kang; Defendant: Mr Zoo Thang Eau
Jurisdiction
England and Wales
Judgment Date
27 July 2010
Procedural Posture
Commercial Contract Dispute / Judgment After Trial
Outcome
Claim allowed, counterclaim dismissed
Legal Topics
Share Sale Agreement, Misrepresentation, Collateral Warranty, Company Distributions
Contract Law Company Law Share Sale Agreement Misrepresentation Collateral Warranty Company Distributions

Case Brief

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Parties

Mrs Eun Young Kang

Claimant

Mr Zoo Thang Eau

Defendant

Procedural Posture

Commercial Contract Dispute / Judgment After Trial

Legal Issues

  1. 1 Whether misrepresentations were made by the Claimant regarding liabilities and creditors of Robata Ltd
  2. 2 Whether the Defendant is entitled to rescission or damages for alleged misrepresentation
  3. 3 Whether clause 2.5 of the SSA is illegal under Section 830 of the Companies Act 2006

Ratio Decidendi

The Defendant failed to prove any operative misrepresentation by the Claimant; the SSA terms govern liability for debts and VAT returns, and clause 2.5 is not illegal under Section 830 of the Companies Act 2006. The Defendant affirmed the SSA after purported rescission and is not entitled to rescission or damages.

Court Disposition

Claim allowed, counterclaim dismissed

Orders

  • Defendant to pay Claimant £170,000 under the SSA
  • Defendant to pay Claimant £14,579 for VAT returns