Fraud and Breach of Warranty: Buyers' Claims and Sellers' Defences

by Simon Salzedo KC QC, Andrew McIntyre, Sophie Shaw

Overview

Claims of fraud and breach of warranty are common following the purchase of a business. They often mix tort and breach of contract and may involve specialist aspects such as notification provisions and escrow mechanisms.

This new title provides a practitioner's guide to claims of fraud and breach of warranty from a leading commercial QC with great experience in this field.

Key questions to be considered include:

1. When can a warranty also be a representation? Cases include Idemitsu Kosan v Sumitomo [2016] 2 CLC 297
2. When is a warranty claim properly notified and served? Cases to be considered include Nobahar-Cookson v Hut Group [2016] EWCA Civ 128 and Teoco v Aircom Jersey 4 Ltd [2018] EWCA Civ 23
3. When is has fair disclosure been given? Cases include New Hearts v Cosmopolitan Investments [1997] 2 BCLC 249, Infiniteland v Artisan Contracting [2006] 1 BCLC 632
4. What are the requirements for proving fraud in the context of sale of a business? Cases include Belfairs v Sutherland [2010] EWHC 2276 (Ch)
5. When is an accounting fraud attributed to the seller? Cases include Man v Freightliner [2005] EWHC 2347 (Comm) and Hut Group v Nobahar-Cookson [2014] EWHC 3842 (QB)
6. What are the remedies for fraud and breach of warranty and how are damages calculated? Cases include Lion Nathan v CC Bottlers [1996] 1 WLR 1438, Senate Electrical v Alcatel Submarine [1999] 2 Lloyd's Rep 423
7. When can the seller claim for loss of earnout under purchaser's warranties? Cases include Porton v 3M [2011] EWHC 2895 (Comm) and Kitcatt v MMS [2017] 2 BCLC 352

This title is included in Bloomsbury Professional's Company and Commercial Law online service.

Product Details

ISBN-13:	9781526509666
Publisher:	Bloomsbury Academic
Publication date:	11/19/2020
Pages:	296
Product dimensions:	6.48(w) x 10.06(h) x 1.07(d)

About the Author

Simon Salzedo KC
Simon s a barrister at Brick Court Chambers. Much of Simon's work involves making or defending allegations of fraud in a commercial context.
He is described as:
"...tenacious in getting to grips with a matter, his judgement's excellent and he works incredibly hard." "A barrister with a detailed and analytical mind who has outstanding legal knowledge." (Chambers & Partners 2018)
“One of the best: clear-thinking, responsive, and a first-class advocate.” (The Legal 500, 2017)

Andrew McIntyre
Andrew is a barrister at Brick Court Chambers. He undertakes work in a number of practice areas including commercial law, public law and EU/Competition Law.
Before coming to the Bar Andrew was a UN Legal Officer at the Khmer Rouge tribunal in Cambodia. He had previously worked for Yanagida and Partners in Tokyo where he advised on the UK, EU and US law aspects of international commercial disputes.

Sophie Shaw
Sophie is a barrister at Brick Court Chambers. She has a broad practice with a particular focus on commercial litigation and arbitration.

Table of Contents

Chapter 1 Introduction
Chapter 2 Warranties and Indemnities and their Breach
Chapter 3 Excluding or Limiting Liability
Chapter 4 Knowledge and Disclosure
Chapter 5 Notification of claims clauses
Chapter 6 Escrow and Earnout Provisions
Chapter 7 Misrepresentation and Fraud
Chapter 8 Damages
Chapter 9 Other Remedies
Chapter 10 Sellers ' Claims
Chapter 11 Litigation Issues

Editorial Reviews

Cutting through the confusion of fraud and breach of warranty: a valuable new digest on a tricky area of law… this book is a useful, if not essential addition to the well-stocked practitioner library.” —Elizabeth Robson Taylor MA of Richmond Green Chambers and Phillip Taylor MBE, Head of Chambers and Reviews Editor, “The Barrister” and Mediator

From the Publisher