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

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

Author: Simon Salzedo; Andrew Macintyre; Sophie Shaw
Publisher: Bloomsbury Professional (formerly Tottel Publishing)
ISBN: 9781526509666
Published In: September 2020
Format: Hardback
Jurisdiction: U.K. ? Disclaimer:
Countri(es) stated herein are used as reference only

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Description
Contents

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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.

Fraud and Breach of Warranty: Buyers' Claims' and Sellers' Defences provides a practitioner's guide to these claims 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

Chapter 1: Introduction

Chapter 2: Warranties & Indemnities and their Breach

Chapter 3: Entire Agreement Clause and/or 'Sole Remedy' Clause

Chapter 4: Disclosure Carve Outs and Knowledge of Buyer

Chapter 5: Notification of Claims Clauses

Chapter 6: Escrow and Earnout Provisions

Chapter 7: Misrepresentation and Fraud

Chapter 8: Damages

Chapter 9: Other Remedies including Rescission

Chapter 10: Sellers' Claims

Chapter 11: Litigation Issues