Cramaso LLP v RT Hon Ian Derek Francis Ogil.Ie-Grant, Earl of Seafield & Ors [2011] ScotCS CSIH_81 (07 December 2011)

Cramaso LLP v RT Hon Ian Derek Francis Ogil.Ie-Grant, Earl of Seafield & Ors [2011] ScotCS CSIH_81 (07 December 2011)

There was not sufficient proximity between the representor and Cramaso LLP, which did not exist at the time of the misrepresentation, for a duty of care to arise; thus, Cramaso LLP cannot recover for negligent misrepresentation made before its creation.

Citation
[2011] ScotCS CSIH_81
Parties
Pursuers and Reclaimers: Cramaso LLP; Defenders and Respondents: The Right Honourable Ian Derek Francis Ogilvie-Grant, Earl of Seafield and others as Trustees of Viscount Reidhaven
Jurisdiction
Scotland
Judgment Date
07 December 2011
Procedural Posture
Reclaiming Motion (appeal) / Inner House, Court of Session (decision on Appeal)
Outcome
Reclaiming motion refused
Legal Topics
Negligent Misrepresentation, Duty of Care, Corporate Personality, Pre Incorporation Liability
Delict (tort) Contract Law Negligent Misrepresentation Duty of Care Corporate Personality Pre Incorporation Liability

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Parties

Cramaso LLP

Pursuers and Reclaimers

The Right Honourable Ian Derek Francis Ogilvie-Grant, Earl of Seafield and others as Trustees of Viscount Reidhaven

Defenders and Respondents

Procedural Posture

Reclaiming Motion (appeal) / Inner House, Court of Session (decision on Appeal)

Legal Issues

  1. 1 Whether a duty of care for negligent misrepresentation can be owed to a legal entity not in existence at the time of the misrepresentation
  2. 2 Whether proximity existed between the representor and the LLP formed after the misrepresentation

Ratio Decidendi

There was not sufficient proximity between the representor and Cramaso LLP, which did not exist at the time of the misrepresentation, for a duty of care to arise; thus, Cramaso LLP cannot recover for negligent misrepresentation made before its creation.

Court Disposition

Reclaiming motion refused

Orders

  • Decree of absolvitor granted in favour of defenders; Cramaso LLP's claim dismissed