UPM Kymmene Corporation v. BWG Limited [2001] IESC 34 (4 April 2001)

UPM Kymmene Corporation v. BWG Limited [2001] IESC 34 (4 April 2001)

The court held that the Vendors' disclosure, particularly the IPT Letter of 27 August 1981, objectively and unambiguously informed the Purchasers of the extent of underfunding in the pension schemes, thereby fully discharging the Vendors' disclosure obligations and qualifying the relevant warranty. The appeal was dismissed.

Citation
[2001] IESC 34
Parties
Vendor: BWG Limited (formerly Brooks Watson Group Limited); Purchaser: UPM Kymmne Corporation (formerly Rauma Repola OY)
Jurisdiction
Ireland
Judgment Date
04 April 2001
Procedural Posture
Civil Appeal / Appeal Judgment
Outcome
appeal dismissed
Legal Topics
Warranties in Share Sale Agreements, Disclosure Obligations, Pension Fund Underfunding, Interpretation of Disclosure Letters
Contract Law Company Law Warranties in Share Sale Agreements Disclosure Obligations Pension Fund Underfunding Interpretation of Disclosure Letters

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Parties

BWG Limited (formerly Brooks Watson Group Limited)

Vendor

UPM Kymmne Corporation (formerly Rauma Repola OY)

Purchaser

Procedural Posture

Civil Appeal / Appeal Judgment

Legal Issues

  1. 1 Whether the Vendors adequately disclosed deficiencies in the pension funds of the Companies to the Purchasers under the terms of the share sale agreement and disclosure letter.

Ratio Decidendi

The court held that the Vendors' disclosure, particularly the IPT Letter of 27 August 1981, objectively and unambiguously informed the Purchasers of the extent of underfunding in the pension schemes, thereby fully discharging the Vendors' disclosure obligations and qualifying the relevant warranty. The appeal was dismissed.

Court Disposition

appeal dismissed

Orders

  • The appeal is dismissed.