MARIN SUBSEA LTD v EDS & T&T HOLDINGS AS [2017] ScotCS CSOH_120 (14 September 2017))

MARIN SUBSEA LTD v EDS & T&T HOLDINGS AS [2017] ScotCS CSOH_120 (14 September 2017))

Paragraph 2.6(b) of Part 3 of the Schedule warrants that necessary records for the companies' affairs, including documentation required for equipment use in the offshore oil and gas industry, are in the possession or control of the companies; Data Room disclosure qualified the warranty relating to patent GB 2359103 BTE 80, so defenders warranted only that an application for restoration was outstanding at completion, not that the patent was valid.

Citation
[2017] ScotCS CSOH_120
Parties
Pursuer: Marin Subsea Ltd; Defender: EDS & T&T Holdings AS
Jurisdiction
Scotland
Judgment Date
14 September 2017
Procedural Posture
Commercial Action / Preliminary Proof Before Answer
Outcome
Interpretation favours pursuers; warranty covers necessary equipment documentation; patent warranty qualified by Data Room disclosure.
Legal Topics
Interpretation of Warranties, Share Purchase Agreement, Disclosure Qualification, Intellectual Property, Statutory Compliance
Contract Law Commercial Law Interpretation of Warranties Share Purchase Agreement Disclosure Qualification Intellectual Property Statutory Compliance

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Parties

Marin Subsea Ltd

Pursuer

EDS & T&T Holdings AS

Defender

Procedural Posture

Commercial Action / Preliminary Proof Before Answer

Legal Issues

  1. 1 Interpretation of paragraph 2.6(b) of Part 3 of the Schedule to the SPA
  2. 2 Effect of Data Room disclosures on warranty relating to patent GB 2359103 BTE 80

Ratio Decidendi

Paragraph 2.6(b) of Part 3 of the Schedule warrants that necessary records for the companies' affairs, including documentation required for equipment use in the offshore oil and gas industry, are in the possession or control of the companies; Data Room disclosure qualified the warranty relating to patent GB 2359103 BTE 80, so defenders warranted only that an application for restoration was outstanding at completion, not that the patent was valid.

Court Disposition

Interpretation favours pursuers; warranty covers necessary equipment documentation; patent warranty qualified by Data Room disclosure.

Orders

  • Case to be put out By Order to discuss terms of appropriate interlocutor to give effect to decision.