Hamid Nawaz-Khan & Ors v UAP Limited

Hamid Nawaz-Khan & Ors v UAP Limited

Claims Provision and Deferred Fee Income do not represent assets and should not be included in the Purchase Price; the Expert Determination was manifestly erroneous and not binding; rectification is granted for unilateral mistake; estoppel applies; breach of warranty found regarding accounting standards but not aged debts.

Parties
Claimant: Hamid Nawaz-Khan; Claimant: Timothy Williams; Claimant: Patricia Nawaz-Khan; Defendant: UAP Limited
Jurisdiction
England and Wales
Judgment Date
18 March 2026
Procedural Posture
Commercial / Final Judgment After Trial
Outcome
Claim dismissed; counterclaim partially succeeds
Legal Topics
Share Purchase Agreement, Rectification, Estoppel, Misrepresentation, Breach of Warranty, Accounting Standards
Contract Company Equity Share Purchase Agreement Rectification Estoppel Misrepresentation Breach of Warranty +1 more

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Parties

Hamid Nawaz-Khan

Claimant

Timothy Williams

Claimant

Patricia Nawaz-Khan

Claimant

UAP Limited

Defendant

Procedural Posture

Commercial / Final Judgment After Trial

Legal Issues

  1. 1 Proper construction of Purchase Price formula under SPA
  2. 2 Binding effect of Expert Determination
  3. 3 Rectification for unilateral mistake

Ratio Decidendi

Claims Provision and Deferred Fee Income do not represent assets and should not be included in the Purchase Price; the Expert Determination was manifestly erroneous and not binding; rectification is granted for unilateral mistake; estoppel applies; breach of warranty found regarding accounting standards but not aged debts.

Court Disposition

Claim dismissed; counterclaim partially succeeds

Orders

  • Purchase Price to exclude Claims Provision and Deferred Fee Income
  • Rectification of SPA to clarify only assets are included