Kang v Eau

Kang v Eau

The Defendant failed to prove any operative misrepresentation by the Claimant regarding the DTI/Lloyds Bank Loan or Robata’s creditors. The SSA placed liability for the loan on the Defendant, and the evidence showed no agreement linking the Mr Cho loan to the Defendant’s obligations under the SSA. Clause 2.5 of the SSA was not illegal. The Defendant affirmed the SSA after purported rescission and is not entitled to rescission or set-off. The Claimant is entitled to the outstanding sums under the SSA.

Parties
Claimant: Mrs Eun Young Kang; Defendant: Mr Zoo Thang Eau
Jurisdiction
England and Wales
Judgment Date
27 July 2010
Procedural Posture
Civil / Judgment
Outcome
Claim allowed; counterclaim dismissed
Legal Topics
Share Sale Agreement, Misrepresentation, Set Off, Guarantee, Company Law
Contract Law Commercial Law Share Sale Agreement Misrepresentation Set Off Guarantee Company Law

Case Brief

Summary, issues, holding and outcome

More case intelligence is available

Unlock the full research layer for this judgment.

Full judgment text Downloadable case file Legal principles 2 Authorities cited 2 Party arguments 2 Amounts and remedies 2
Sign in to unlock

Parties

Mrs Eun Young Kang

Claimant

Mr Zoo Thang Eau

Defendant

Procedural Posture

Civil / Judgment

Legal Issues

  1. 1 Whether the Defendant is liable to pay the outstanding instalments under the Share Sale Agreement (SSA)
  2. 2 Whether the Defendant is entitled to set off £40,000 due to a loan arrangement involving Mr Cho
  3. 3 Whether there was a misrepresentation by the Claimant regarding liabilities and creditors of Robata Ltd

Ratio Decidendi

The Defendant failed to prove any operative misrepresentation by the Claimant regarding the DTI/Lloyds Bank Loan or Robata’s creditors. The SSA placed liability for the loan on the Defendant, and the evidence showed no agreement linking the Mr Cho loan to the Defendant’s obligations under the SSA. Clause 2.5 of the SSA was not illegal. The Defendant affirmed the SSA after purported rescission and is not entitled to rescission or set-off. The Claimant is entitled to the outstanding sums under the SSA.

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