Capita (Banstead 2011) Ltd & Anor v RFIB Group Ltd

Capita (Banstead 2011) Ltd & Anor v RFIB Group Ltd

Losses incurred after 31 December 2004 are irrecoverable under the indemnity because post-transfer misrepresentations by Mr Le Cras constituted new causes of action and were concurrent causes of loss. Losses before that date were caused solely by pre-transfer breaches and are recoverable. The court rejected the existence of a continuing breach of contract after the transfer date for failure to implement scheme amendments, holding that such failures were not fresh breaches but unremedied breaches of pre-transfer obligations.

Parties
Appellants: Capita (Banstead 2011) Limited (formerly known as FPS Group Ltd) & Anr; Respondent: RFIB Group Limited
Jurisdiction
England and Wales
Judgment Date
21 December 2015
Procedural Posture
Civil Appeal / Court of Appeal Judgment
Outcome
Appeal allowed in part; judgment of Popplewell J largely upheld with modification as to the period of irrecoverable losses under the indemnity.
Legal Topics
Indemnity Clauses, Concurrent Causation, Breach of Contract, Professional Duties, Misrepresentation, Apportionment of Loss
Contract Law Professional Negligence Commercial Law Indemnity Clauses Concurrent Causation Breach of Contract Professional Duties Misrepresentation +1 more

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Parties

Capita (Banstead 2011) Limited (formerly known as FPS Group Ltd) & Anr

Appellants

RFIB Group Limited

Respondent

Procedural Posture

Civil Appeal / Court of Appeal Judgment

Legal Issues

  1. 1 Whether losses arising after the transfer date under an indemnity clause are recoverable when caused by both pre- and post-transfer conduct
  2. 2 Whether a continuing breach of contract or duty existed after the transfer date under the services agreement
  3. 3 Whether post-transfer misrepresentations constituted new causes of action affecting indemnity coverage

Ratio Decidendi

Losses incurred after 31 December 2004 are irrecoverable under the indemnity because post-transfer misrepresentations by Mr Le Cras constituted new causes of action and were concurrent causes of loss. Losses before that date were caused solely by pre-transfer breaches and are recoverable. The court rejected the existence of a continuing breach of contract after the transfer date for failure to implement scheme amendments, holding that such failures were not fresh breaches but unremedied breaches of pre-transfer obligations.

Court Disposition

Appeal allowed in part; judgment of Popplewell J largely upheld with modification as to the period of irrecoverable losses under the indemnity.

Orders

  • Losses incurred after 31 December 2004 are irrecoverable under the indemnity.
  • If parties cannot agree on the modest adjustment to apportionment, the matter is remitted to the judge for re-assessment.