|
|
|
|
|
PDF printer friendly version |
|
Share sale agreement – Notice of breach of warranty claim See CLM: ¶5921 |
|
Forrest v Glasser [2006] EWCA Civ 1086 |
|
In order for the buyer to bring a breach of warranty claim, a share sale agreement required it to give the seller notice of the breach within a specified claim period and issue court proceedings within 12 months of that notification. The court decided that all that the clause required was for the seller to be informed that a demand was being made for breach of warranty. No particulars of the claim had to be given. The share sale agreement did contain a separate clause requiring the buyer to give details of its claim, but that clause expressly stated that it was without prejudice to the clause requiring written notice. The two clauses therefore stood independently of each other. A warranty is a contractual statement of fact relating to the shares/business being sold, providing assurances to the buyer about the state of the company (¶5800+). If the statement turns out to be false, the buyer can sue for breach of contract/warranty. The sale agreement normally limits the period within which a claim can be made. |
|
RECENT CASES |