Tactus Holdings Limited v Philip Mark Jordan & Ors
[2024] EWHC 399 (Comm)
OneCom Group Limited v James Palmer
17 April 2024
[2024] EWHC 867 (Comm)
High Court
A company bought another company and claimed the seller broke promises about the value. The seller said the claim was too late. The judge said the claim wasn't too late because it depended on another process to finish first. The judge said whether the buyer tricked the seller was a question for a full trial, not a quick decision.
Key Facts
- •Onecom Group Limited (Onecom) purchased the entire share capital of F2P (Group) Ltd (F2P) from James Palmer (Palmer).
- •The Share Purchase Agreement (SPA) included an earn-out arrangement and warranties provided by Palmer.
- •Onecom claimed breach of warranty, alleging that the financial information provided by Palmer was inaccurate.
- •Palmer applied to strike out Onecom's statement of case and/or for summary judgment, arguing the claims were time-barred.
- •Onecom argued that a later limitation period applied because the claims were contingent and not capable of quantification.
- •The Independent Accountants (IA) process was conducted to determine the Earn-Out Consideration, with some overlapping issues with Onecom's warranty claims.
- •Onecom initially issued proceedings and then discontinued them to reissue after the IA report, leading to Palmer's application for strike-out and/or summary judgment.
Legal Principles
Summary Judgment
CPR r24.3
Strike-Out
CPR r3.4(2)
Limitation of actions in contract
SPA Schedule 7
Estoppel
Common Law
Abuse of Process
Common Law
Measure of Damages for Breach of Warranty
Common Law
Outcomes
Palmer's applications for strike-out and/or summary judgment were refused.
Onecom's claims were not time-barred, subject to the estoppel argument which was unsuitable for summary judgment. The abuse of process argument lacked merit.
Estoppel argument to proceed to trial.
Material disputes of fact existed regarding Onecom's representations and Palmer's reliance.
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