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By brocs1, Dec 10 2020 10:23AM

The recent decision in the case of Bell v Ivy Technology Ltd [2020] EWCA Civ 1563, If anything, reminds us of how crucial the drafting of a Share Purchase Agreement can be and how the facts should marry up with reality.

In April 2019, Ivy Technology Ltd entered into a share and purchase agreement for the purchase of shares in five companies. Prior to the completion of the share purchase agreement, it was disclosed that although Mr Bell (second defendant) was not a party to the share purchase agreement, he did in fact, beneficially own 50% of the shares along with Mr Martin (first defendant) who owned the remaining 50%. This was of course significantly different to what the share purchase agreement stated, in that, Mr Martin held “all beneficial rights, title and interest in and to” the individually held shares, and that no other person was entitled to any right in and to such shares – such disclosure to Ivy Technology Ltd was not undisputed.

Ivy Technology Ltd brought a case claiming it was fraudulently misrepresented by Mr Martin; breach of warranty and a claim in restitution argument was also advanced. As Mr Bell was not named on the share purchase agreement, a claim against Mr bell was initially founded in tort rather than contract.

The claimant, Ivy, issued an application for permission to amend its claim form and particulars to include Mr Bell in its breach of warranty claim. The application at first instance concluded that the claimant had real prospect of succeeding in its contention that Mr Bell was liable for breach of the share purchase agreement, even though he was not named as a party and permission to amend was given.

The second defendant, being Mr Bell appealed this decision and the Court of Appeal dismissed each of the 3 grounds and upheld the earlier decision that the Claimant was granted permission to amend its claim to include a claim for breach of warranties against the second defendant. Amongst the reasons the CoA gave, they stated that they could not rule out the possibility of Mr Bell being held liable under the contract at trial once a factual investigation had taken place and the reasons why he was not named as a contracting party becomes known. The court contended that an explanation was required as to why the share purchase agreement failed to name Mr Bell as a party to the contract.

If you are looking to sell your shares or make a purchase and you are unsure about how you are affected or what your rights may be then do contact our specialist team at Summerfield Browne Solicitors on 0800 567 7595 or email [email protected]

By brocs1, Jul 29 2020 12:45PM

Do you have an issue of mis selling or mis billing with an Energy Provider? There have been previous issues in this industry – in 2015 Npower was fined a record £26 million after the company issued 500,000 late/inaccurate bills during 2013 and 2014.

If you have an issue with a Energy provider here are some simple steps that you need to follow:-

Contact your supplier

Initially if you have an issue with your energy provide then try to contact them directly by telephone or email. This information is normally provided on their website. If talking to them by phone: -

• make a record of the time and date you called them.

• Ask the person their name

• note and record the outcome of the conversation.

If contacting them by email, then keep a copy of the correspondence.

Make a Complaint

If you are unsatisfied with the outcome after contacting your supplier, then make a formal complaint. The energy provider should publish their complaint procedure on their website. When making a complaint: -

• Put the complaint in writing

• Take photos of your meter readings, where required

• Attached any previous communication

• Included details of any telephone conversations (who you spoke to and date and times)

• Attached any previous bills

• Include any notes recorded from telephone conversation

• Ensure you keep a copy of your complaint and any attachments

The Energy Provider needs to respond to you within 8 weeks.

If you are not happy with how your complaint has been handled then contact us for further assistance.

If you have an issue regarding an Energy Provider and require legal advice, please contact our offices on 01858 414 284 or [email protected]

Summerfield Browne have offices in Leicester, Birmingham, London, Oxford, Cambridge and Market Harborough and assist with cases all over the UK.

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