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Strict Compliance with SPA requirements for valid warranty claim notice

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Strict Compliance with SPA requirements for valid warranty claim notice

Strict Compliance with SPA requirements for valid warranty claim notice

Following the sale of a target company, the buyer wrote to the seller twice within the warranty claim notification period regarding employment law claims against the target's subsidiary, however, that correspondence was held not to be a valid warranty claim notice within the share purchase agreement ("SPA") definition. The first letter expressly stated that it was not a claim notice and in relation to the second letter, it did not refer to a claim notice or to the clause of the SPA that required a claim notice to be served and failed to specify the identity or nature of the claim, as required by the terms of the notice limitation.

In this case the court looked for strict compliance with the SPA requirements for a valid warranty claim notice. This emphasises the need to ensure that a buyer's contractual warranty claim fulfils any SPA requirements.

Ipsos SA v Dentsu Aegis Network [2015] EWHC 1171 (Comm) (QBD (Comm)

For more information, contact Cathy Goodman.