Capita (Banstead 2011) Ltd & Anor v RFIB Group Ltd [2014] EWHC 2197 (Comm) (04 July 2014)

Capita (Banstead 2011) Ltd & Anor v RFIB Group Ltd [2014] EWHC 2197 (Comm) (04 July 2014)

The indemnity clause in the SPA does not cover losses caused by concurrent pre- and post-Transfer Date wrongdoing; only losses effectively caused by pre-Transfer Date conduct are indemnified. Where post-Transfer Date negligence or dishonesty is an effective cause, the indemnity does not respond.

Citation
[2014] EWHC 2197 (Comm)
Parties
Claimant: Capita (Banstead 2011) Ltd; Claimant: Capita Hartshead Benefit Consultants Ltd; Defendant: RFIB Group Ltd
Jurisdiction
England and Wales
Judgment Date
04 July 2014
Procedural Posture
Commercial Court Claim / Judgment After Trial
Outcome
Claim dismissed in respect of losses caused after the Transfer Date; indemnity does not respond to concurrent causation.
Legal Topics
Indemnity Clauses, Contract Interpretation, Professional Negligence, Limitation, Misrepresentation
Contract Law Commercial Law Pensions Law Indemnity Clauses Contract Interpretation Professional Negligence Limitation Misrepresentation

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Parties

Capita (Banstead 2011) Ltd

Claimant

Capita Hartshead Benefit Consultants Ltd

Claimant

RFIB Group Ltd

Defendant

Procedural Posture

Commercial Court Claim / Judgment After Trial

Legal Issues

  1. 1 Does the indemnity clause in the SPA cover losses caused by pre-Transfer Date wrongdoing when post-Transfer Date negligence or dishonesty is also an effective cause?
  2. 2 Is apportionment required between losses caused before and after the Transfer Date?
  3. 3 Are the claimants entitled to recover the settlement sum and legal costs under the indemnity?

Ratio Decidendi

The indemnity clause in the SPA does not cover losses caused by concurrent pre- and post-Transfer Date wrongdoing; only losses effectively caused by pre-Transfer Date conduct are indemnified. Where post-Transfer Date negligence or dishonesty is an effective cause, the indemnity does not respond.

Court Disposition

Claim dismissed in respect of losses caused after the Transfer Date; indemnity does not respond to concurrent causation.

Orders

  • Claimants not entitled to recover the settlement sum or legal costs from RFIB under the SPA indemnity.