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Bringing Warranty Claims: The Importance of Adhering to Notice Provisions

22 February 2018

Parties that have recently entered into or are entering into share purchase agreements (“SPA”) or asset purchase agreements (“APA”) should ensure they become familiar with the notice provisions contained in the agreement or risk having a legitimate well-grounded claim for breach of warranty fail.

Warranties are contractual statements or assurances given by a seller to a buyer as to a certain state of affairs existing at a given point in time. Warranties given under an agreement are usually set out in a schedule and can cover various different areas including tax, litigation, environmental, title etc.

In the event of a warranty subsequently proving to be untrue, misleading or inaccurate, the buyer may, subject to the matter not being previously disclosed, wish to bring a claim for contractual breach of warranty against the seller for the loss they have suffered as a result of the warranty not proving to be true.

As part of the negotiation of the SPA or APA there will be agreed limitations placed on the seller’s liability under the agreement such as time limits to bring a claim, a minimum single claim value or maximum aggregate value of the seller’s liability as well stipulating the procedures to be followed when bringing a claim.

An often overlooked but nevertheless crucial part of bringing any warranty claim is serving notice of the claim on the other party. The method for which is prescribed in the notice provisions which are typically agreed as part of the negotiation of the SPA or APA.  A recent Court of Appeal decision concerning a failed claim for ~£3.1 million due to the buyer failing to adhere strictly to such notice provisions serves as a useful reminder that failure to follow such procedures may lead to the fatal failure of your warranty claim.

We advise that you always read the notice provisions of your agreement carefully and if you are in the process of entering an agreement ensure that the notice provisions are not overly complicated or onerous to ensure that your claim is not thwarted before it has begun.

Secured Settlement - Personal Injury Claim!

19 February 2018

Sarah Dawes, Solicitor in the Claimant Personal Injury Department in our Ipswich Office has recently secured an offer of just over £130k for  personal  injuries and losses suffered following a motorbike accident back in 2015.

The Claimant suffered severe Orthopaedic and Psychological Injuries in the accident and liability was vigorously disputed. 

The Claimant, after speaking and meeting with Sarah in our Ipswich Office instructed Ellisons to take over conduct of the file from his previous solicitors who recommended that the Claimant accept an offer almost half than the secured settlement.

With Sarah’s experience, rapport with the client, fine attention to detail and negotiating skills a significant settlement for the Claimant was achieved.

If you wish to discuss any personal injury queries please contact the team to see how we can help.

Jurisdiction challenge win!

15 February 2018

Scott Porter, an Associate Solicitor and part of Ellisons’ Lender Services team, recently won a jurisdiction challenge acting for a large Bank.

Proceedings were issued against the Bank in Northern Ireland and Scott worked closely with Chris Ross and his team at fellow Alliott Group firm, John McKee Solicitors in Belfast, to mount a jurisdiction challenge, arguing that the proceedings should not have been brought in Northern Ireland because England was the proper jurisdiction.

Jurisdiction challenges are always challenging but we are delighted that the team secured a win for the Bank and also obtained a costs Order in the Bank’s favour. 

This is a great example of the results we can achieve in other jurisdictions working with local experts through our membership of the Alliott Group.