Notice Provisions & Breach of Warranty Claims - An Essential Update

Introduction

Both share purchase and asset purchase agreements contain a series of warranties and indemnities designed to protect the buyer. The seller’s usual response is to insert provisions into a vendor protection schedule to limit the buyer’s ability to bring a claim either for breach of warranty or under an indemnity.

Provisions concerning the notification of such claims often lead to considerable negotiation between the parties and both parties will have specific preferences in terms of what they want to achieve. Once finalised, a court will expect the buyer to comply strictly with the contents of the notification clause and every year there are examples of claims being struck out due to failure to comply with such provisions.

This webinar examines a series of recent cases and summarises the competing drafting preferences of the buyer and seller.

What You Will Learn

This webinar will cover the following:

• Timing issues
• Notification by reference to completion date
• Notification by reference to the Buyer’s knowledge
• Definition of ‘Buyer’s knowledge’
• Application of time limits to contingent and unquantifiable warranty claims
• Onecom Group v Palmer [2024]
• Content of the notice
• Requisite level of detail
• Meaning of ‘reasonable level of detail’
• References to specific warranties
• Detail of losses claimed
• Manner of notification
• Meaning of ‘in writing and signed’
• Inclusion or exclusion of e-mail?
• Deemed delivery provisions

This webinar was recorded on 12th August 2024

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