Fraud and Breach of Warranty: Buyers Claims and Sellers Defences

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 35

Simon Salzedo QC is 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)