Bv Nederlandse Industrie Van Eiprodukten v Rembrandt Enterprises, Inc.

Bv Nederlandse Industrie Van Eiprodukten v Rembrandt Enterprises, Inc.

NIVE fraudulently misrepresented its additional costs to induce Rembrandt to agree to a price increase. The misrepresentation was intended to and did induce Rembrandt to enter the revised contract. Rembrandt is entitled to rescind the revised contract, and the original contract is revived. NIVE is not entitled to the increased price and must repay the extra amount received. There was no breach of warranty by NIVE as the inspection system was approved by US authorities. Damages to NIVE are to be assessed under the original contract, not the revised contract.

Parties
Claimant: BV Nederlandse Industrie van Eiprodukten; Defendant: Rembrandt Enterprises, Inc.
Jurisdiction
England and Wales
Judgment Date
24 July 2018
Procedural Posture
Commercial Contract Dispute / Judgment After Trial
Outcome
Judgment for the Defendant on the issue of fraudulent misrepresentation; rescission of the revised contract; damages to Claimant under the original contract less the price increase.
Legal Topics
Fraudulent Misrepresentation, Breach of Warranty, Rescission, Damages, International Sale of Goods
Contract Law Commercial Law Misrepresentation Fraudulent Misrepresentation Breach of Warranty Rescission Damages International Sale of Goods

Case Brief

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Parties

BV Nederlandse Industrie van Eiprodukten

Claimant

Rembrandt Enterprises, Inc.

Defendant

Procedural Posture

Commercial Contract Dispute / Judgment After Trial

Legal Issues

  1. 1 Whether NIVE fraudulently misrepresented its additional costs to induce a price increase in the contract with Rembrandt
  2. 2 Whether NIVE breached warranties under the contract regarding compliance with US regulations
  3. 3 Whether Rembrandt is entitled to rescind the revised contract for misrepresentation and the consequences thereof

Ratio Decidendi

NIVE fraudulently misrepresented its additional costs to induce Rembrandt to agree to a price increase. The misrepresentation was intended to and did induce Rembrandt to enter the revised contract. Rembrandt is entitled to rescind the revised contract, and the original contract is revived. NIVE is not entitled to the increased price and must repay the extra amount received. There was no breach of warranty by NIVE as the inspection system was approved by US authorities. Damages to NIVE are to be assessed under the original contract, not the revised contract.

Court Disposition

Judgment for the Defendant on the issue of fraudulent misrepresentation; rescission of the revised contract; damages to Claimant under the original contract less the price increase.

Orders

  • Rescission of the revised contract between the parties.
  • NIVE to repay Rembrandt EUR 1,594,750.00, representing the extra EUR 2.50/kg paid under the revised contract.