20th – 21st April 2021
NOTE: THIS IS A STREAM OF A FULLY REMOTE HEARING BEING HEARD VIA MICROSOFT TEAMS
The Claimants appeal two orders made by HHJ Hodge sitting as a High Court Judge in the Business List (ChD) in Manchester, following his judgments dated 11 September 2019 ( liability) and 9 March 2020 (quantum)
The Judge (summarised) gave judgment for the Claimants on the claim but not for all heads of the claim; for overall total damages of £79,655. He also gave judgment for the First Defendant (Contact) on the counterclaim in the amount of £72,418.40. The awards were to be set off resulting in a net payment from the Claimants to the Defendants of £33,277.67. He also ordered the First Claimant (Glossop) pay 50% of the Defendants’ costs and a payment on account (that payment has been made).
Claim in tort and contract for deceit; for fraudulent (alternatively) negligent misrepresentations by the Second Defendant (Mr Smith, the ultimate owner and managing director of Contact at the relevant time) and breach of warranty and an indemnity in relation to 3 linked agreements made between the parties on 23 November 2015 whereby Glossop purchased Contact’s business and assets; via an Asset Purchase Agreement for the business assets for £1,253,085.63 , a Property Sale Agreement for the sale of three commercial units to the Second Claimant (the Partnership) for £1,630,000; and a Lease Sale Agreement under which the Third Defendant (the Trustee of the Second Defendant’s pension fund) assigned the lease of one of the units to the Partnership for £200,000. In fact Contact’s business was a loss maker. Glossop withheld the final (4th) payment of £112,000 due under the Agreements; the subject of Contact’s counterclaim.
The appeal raises issues as to the proper measure of direct and consequential loss in a claim for deceit.