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

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

The indemnity clause in the SPA covers only losses effectively caused by services or advice provided prior to the Transfer Date. Where losses have concurrent causes, including post-transfer negligence or dishonesty, the indemnity does not respond to those losses. Apportionment is required; 50% of the settlement sum and legal costs are attributable to pre-transfer losses and recoverable. Capita Banstead is entitled to sue on behalf of CHBC under the indemnity, and gratuitous payment by Capita Banstead does not extinguish the right to indemnity.

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 / Final Judgment
Outcome
claim partly allowed
Legal Topics
Indemnity, Share Purchase Agreement, Negligence, Misrepresentation, Apportionment, Limitation, Title to Sue
Contract Commercial Company Indemnity Share Purchase Agreement Negligence Misrepresentation Apportionment +2 more

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Parties

Capita (Banstead 2011) Ltd

Claimant

Capita Hartshead Benefit Consultants Ltd

Claimant

RFIB Group Ltd

Defendant

Procedural Posture

Commercial / Final Judgment

Legal Issues

  1. 1 Scope and construction of indemnity clause in SPA
  2. 2 Apportionment of settlement sum between pre- and post-transfer date losses
  3. 3 Title to sue under indemnity

Ratio Decidendi

The indemnity clause in the SPA covers only losses effectively caused by services or advice provided prior to the Transfer Date. Where losses have concurrent causes, including post-transfer negligence or dishonesty, the indemnity does not respond to those losses. Apportionment is required; 50% of the settlement sum and legal costs are attributable to pre-transfer losses and recoverable. Capita Banstead is entitled to sue on behalf of CHBC under the indemnity, and gratuitous payment by Capita Banstead does not extinguish the right to indemnity.

Court Disposition

claim partly allowed

Orders

  • RFIB to pay Capita Banstead £1,958,415.73 plus interest