Project Angel Bidco Ltd (In Administration) (appellant) v Axis Managing Agency Ltd (As Representative Of Syndicate 1686 At Lloyd’s Of London) & anr (respondents)

Thursday 18 April 2024

Appeal against the Order of HHJ Pelling KC (sitting as a HCJ) dated 31 October 2023.

The matter involved the trial of a limited number of preliminary issues that arose in the claim by the claimant against the defendant underwriters under a Buyer Side Warranty & Indemnity Insurance Policy underwritten on their behalf and issued on 3 December 2019 (“Policy”). A warranty & indemnity policy (“W&IP”) such as the Policy is a specialist insurance product by which those acquiring a company or business can insure against the risk that the target business is not in the state warranted by the vendors and thereby was worth less than the purchase price at the date when the sale took place.

On 19 November 2019, the claimant had exchanged with various vendors a Share and Purchase Agreement for the acquisition of the entire issued share capital of Knowsley Contractors Limited (trading as King Construction) (“Target”), which carried on business as a provider of civil engineering and general construction services mainly to local authorities and principally to Liverpool City Council. The claimant is now in administration and Target has been placed in liquidation, in each case allegedly as the result of the events alleged to entitle the claimant to claim an indemnity from the defendants under the Policy.

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Part 1

Part 2