Idemitsu Kosan Co Ltd v Sumitomo Corporation

Idemitsu Kosan Co Ltd v Sumitomo Corporation

The act of concluding a contract containing warranties does not amount to making actionable representations unless expressly stated; the SPA's limitation and exclusion clauses defeat any claim for misrepresentation based on the warranties or pre-contractual communications; Idemitsu's claim has no real prospect of success and is bound to fail.

Parties
Claimant: Idemitsu Kosan Co., Ltd; Defendant: Sumitomo Corporation
Jurisdiction
England and Wales
Judgment Date
27 July 2016
Procedural Posture
Commercial Claim / Summary Judgment Application
Outcome
Summary judgment granted for the defendant; claim dismissed.
Legal Topics
Misrepresentation, Share Purchase Agreements, Warranties, Limitation of Liability, Summary Judgment
Contract Law Commercial Law Misrepresentation Share Purchase Agreements Warranties Limitation of Liability Summary Judgment

Case Brief

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Parties

Idemitsu Kosan Co., Ltd

Claimant

Sumitomo Corporation

Defendant

Procedural Posture

Commercial Claim / Summary Judgment Application

Legal Issues

  1. 1 Whether contractual warranties in a share purchase agreement can also constitute actionable representations under s.2(1) of the Misrepresentation Act 1967
  2. 2 Whether pre-contractual communications or provision of the execution copy constitute actionable representations
  3. 3 Whether contractual limitation and exclusion clauses defeat a misrepresentation claim

Ratio Decidendi

The act of concluding a contract containing warranties does not amount to making actionable representations unless expressly stated; the SPA's limitation and exclusion clauses defeat any claim for misrepresentation based on the warranties or pre-contractual communications; Idemitsu's claim has no real prospect of success and is bound to fail.

Court Disposition

Summary judgment granted for the defendant; claim dismissed.

Orders

  • Judgment for Sumitomo under CPR Part 24 dismissing Idemitsu's claim.