IPSOS SA v Dentsu Aegis Network Ltd

IPSOS SA v Dentsu Aegis Network Ltd

Ipsos failed to give a valid Claim Notice under clause 3.1 of Schedule 5 of the SPA before the contractual deadline; the 30 September 2013 letter did not specify with sufficient clarity and detail that a claim for breach of Seller Warranty 17.24 was being made, nor did it meet the requirements of the SPA for a Claim Notice. Accordingly, the claim is barred.

Parties
Claimant/respondent: IPSOS S. A.; Defendant/applicant: Dentsu Aegis Network Limited (previously Aegis Group plc)
Jurisdiction
England and Wales
Judgment Date
29 April 2015
Procedural Posture
Commercial Claim / Application to Strike Out or Summary Judgment
Outcome
claim struck out
Legal Topics
Share Sale and Purchase Agreement, Warranty Breach, Contractual Notice Requirements, Employment Law
Commercial Law Contract Law Share Sale and Purchase Agreement Warranty Breach Contractual Notice Requirements Employment Law

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Parties

IPSOS S. A.

Claimant/respondent

Dentsu Aegis Network Limited (previously Aegis Group plc)

Defendant/applicant

Procedural Posture

Commercial Claim / Application to Strike Out or Summary Judgment

Legal Issues

  1. 1 Whether Ipsos gave a valid contractual Claim Notice under clause 3.1 of Schedule 5 of the SPA before the deadline
  2. 2 Whether the 30 September 2013 letter constituted a Claim Notice for breach of Seller Warranty 17.24
  3. 3 Whether the claim for breach of warranty is barred by failure to comply with contractual notification requirements

Ratio Decidendi

Ipsos failed to give a valid Claim Notice under clause 3.1 of Schedule 5 of the SPA before the contractual deadline; the 30 September 2013 letter did not specify with sufficient clarity and detail that a claim for breach of Seller Warranty 17.24 was being made, nor did it meet the requirements of the SPA for a Claim Notice. Accordingly, the claim is barred.

Court Disposition

claim struck out

Orders

  • No Claim Notice was given prior to the deadline; claim fails.