Learning Curve (NE) Group Limited v Richard Huw Lewis & Anor

Learning Curve (NE) Group Limited v Richard Huw Lewis & Anor

The defendants are liable for breach of warranty under the SPA due to established breaches of ESFA Funding Rules, which materially overstated the company's maintainable EBITDA and warranted value. The claimant's notification of claims was sufficient and timely. The Funding Indemnity does not preclude a warranty claim, but double recovery is barred. The claimant mitigated its loss, and the appropriate measure of damages is the difference between the price paid (£16,813,008) and the value as adjusted for the breaches (£11,601,383), resulting in damages of £5,211,625. Liability is apportioned and capped per the SPA. The defendants' arguments on knowledge, disclosure, and limitation failed on...

Parties
Claimant: Learning Curve (NE) Group Limited; Defendant: Richard Huw Lewis; Defendant: Melanie Probert
Jurisdiction
England and Wales
Judgment Date
08 April 2025
Procedural Posture
Commercial Claim (breach of Warranty Under Share Purchase Agreement) / Final Judgment After Trial
Outcome
Judgment for the claimant for damages for breach of warranty, subject to election between indemnity and damages; counterclaim dismissed.
Legal Topics
Share Purchase Agreement, Breach of Warranty, Damages, Indemnity, Contractual Interpretation, Mitigation of Loss, Notification of Claims, Limitation of Liability
Contract Law Commercial Law Company Law Share Purchase Agreement Breach of Warranty Damages Indemnity Contractual Interpretation +3 more

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Parties

Learning Curve (NE) Group Limited

Claimant

Richard Huw Lewis

Defendant

Melanie Probert

Defendant

Procedural Posture

Commercial Claim (breach of Warranty Under Share Purchase Agreement) / Final Judgment After Trial

Legal Issues

  1. 1 Whether the defendants are liable for breach of warranty under the SPA and the quantum of damages; whether the Funding Indemnity precludes a warranty claim; whether the claimant's notification of claims was sufficient; whether the claimant mitigated its loss; whether the defendants' liability is capped; whether the claimant's knowledge or disclosure precludes liability.

Ratio Decidendi

The defendants are liable for breach of warranty under the SPA due to established breaches of ESFA Funding Rules, which materially overstated the company's maintainable EBITDA and warranted value. The claimant's notification of claims was sufficient and timely. The Funding Indemnity does not preclude a warranty claim, but double recovery is barred. The claimant mitigated its loss, and the appropriate measure of damages is the difference between the price paid (£16,813,008) and the value as adjusted for the breaches (£11,601,383), resulting in damages of £5,211,625. Liability is apportioned and capped per the SPA. The defendants' arguments on knowledge, disclosure, and limitation failed on...

Court Disposition

Judgment for the claimant for damages for breach of warranty, subject to election between indemnity and damages; counterclaim dismissed.

Orders

  • Defendants to pay claimant £5,211,625 as damages for breach of warranty (subject to cap for Ms Probert);
  • Claimant to elect between damages and indemnity recovery;