In assessing the damage suffered by the sellers, the judge applied the impairment and found that the difference between the value of the shares “as justified” and their value “as it is” exceeded the purchase price more than the de minimis threshold for the warranty rights included in the BSG. The G.S.O. also included a liability cap (equal to the purchase price), so the judge accepted the full purchase price as damages. There are often clear deadlines for violating warranty requests, so it is important to get to know the company quickly. Just because a warranty is “standard” doesn`t mean you shouldn`t think about it properly and make sure that a seller can or can`t give the guarantee. As this case shows, only a small error in the accounts can result in a loss of the total purchase price. The case is unusual in that it is a rare example of a buyer recovering the entire purchase price from the sellers and retaining the shares sold. On the other hand, in the case of a withdrawal request, the purchaser should return the shares against a refund of the purchase price on a share sale that appears to be based on misrepresentation. The judge ruled that this type of secondary loss had no place in the law and that the purchaser was not entitled to claim damages in an amount that could have been invoked in a postal contract created as part of compensation for the purposes of the claim.
Such compensation did not exist and, as such, no right was refundable. On the contrary, the correct approach under established case law was that the applicant would have been able to surrender had there been no breach of the guarantee or to demand damages for his “loss of negotiations” as a result of the infringement. In these particular circumstances, there was no depreciation of the shares and therefore there was no loss of good business. The complainant was unable to recover the $14.5 million loss. In Triumph Controls UK Limited – others v Primus International Holding Company – others, the sellers had guaranteed that “as far as sellers know, forward-looking business forecasts have been prepared honestly and carefully.” The buyer brought a substantial action against the sellers and sued for damages for breach of that guarantee. On May 19, 2016, the buyer formally informed the sellers of its intention to file claims for violations of the guarantees discussed above, in particular: in an environment of increased volatility and uncertainty; it is more important than ever to ensure that guarantees and other provisions relating to the acquisition of large shares (SPAs) are developed in an extremely precise manner to ensure that all clauses can be invoked in the manner envisaged by the parties to the merger. Finally, I would like to say that advice on the presentation of a contract for the sale of assets or shares is essential to ensure a balanced agreement between the buyer and the seller and whether both parties are aware of their potential commitments.