Fraud and Breach of Warranty

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 352

Chapter 1 Introduction
Chapter 2 Warranties and Indemnities and their Breach
Chapter 3 Excluding or Limiting Liability
Chapter 4 Knowledge and Disclosure
Chapter 5 Notification of claims clauses
Chapter 6 Escrow and Earnout Provisions
Chapter 7 Misrepresentation and Fraud
Chapter 8 Damages
Chapter 9 Other Remedies
Chapter 10 Sellers ' Claims
Chapter 11 Litigation Issues

“Cutting through the confusion of fraud and breach of warranty: a valuable new digest on a tricky area of law… this book is a useful, if not essential addition to the well-stocked practitioner library.” –  Elizabeth Robson Taylor MA of Richmond Green Chambers and Phillip Taylor MBE, Head of Chambers and Reviews Editor, “The Barrister” and Mediator