BSA International v Irvine & Ors [2010] ScotCS CSOH_78 (23 June 2010)

BSA International v Irvine & Ors [2010] ScotCS CSOH_78 (23 June 2010)

The pursuers' claim for negligent misrepresentation is not time-barred, and the entire agreement clause does not preclude such a claim based on representations in the contract. However, the pursuers have not pled a relevant case for misrepresentation or breach of warranty, given the proper construction of clause 13 of the SPA. The pursuers may reclaim this decision or seek to amend their pleadings.

Citation
[2010] ScotCS CSOH_78
Parties
Pursuer: B. S. A. International S. A.; Defender: Hugh McLelland Irvine; Defender: John Alastair Irvine; Defender: Douglas Forbes Irvine
Jurisdiction
Scotland
Judgment Date
23 June 2010
Procedural Posture
Commercial Contract Dispute / Supplementary Opinion Following Debate, Prior to Interlocutor
Outcome
action dismissed, subject to further procedure by order
Legal Topics
Negligent Misrepresentation, Breach of Warranty, Entire Agreement Clauses, Time Bar Provisions, Duty of Care in Misrepresentation
Contract Law Commercial Law Negligent Misrepresentation Breach of Warranty Entire Agreement Clauses Time Bar Provisions Duty of Care in Misrepresentation

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Parties

B. S. A. International S. A.

Pursuer

Hugh McLelland Irvine

Defender

John Alastair Irvine

Defender

Douglas Forbes Irvine

Defender

Procedural Posture

Commercial Contract Dispute / Supplementary Opinion Following Debate, Prior to Interlocutor

Legal Issues

  1. 1 Whether the pursuers have pled a relevant case for negligent misrepresentation based on clause 13 of the SPA
  2. 2 Whether the entire agreement clause precludes a claim for negligent misrepresentation
  3. 3 Whether the time-bar provisions apply to misrepresentation claims as well as breach of warranty

Ratio Decidendi

The pursuers' claim for negligent misrepresentation is not time-barred, and the entire agreement clause does not preclude such a claim based on representations in the contract. However, the pursuers have not pled a relevant case for misrepresentation or breach of warranty, given the proper construction of clause 13 of the SPA. The pursuers may reclaim this decision or seek to amend their pleadings.

Court Disposition

action dismissed, subject to further procedure by order

Orders

  • Case to be put out By Order rather than issuing a determinative interlocutor.