Edwards Wildman Palmer UK LLP
|
|
- Gregory Briggs
- 5 years ago
- Views:
Transcription
1 Edwards Wildman Palmer UK LLP The Legal 500 & The In-House Lawyer Legal Briefing Corporate and commercial Kimberley Cottrell, Trainee Christopher Pease, Associate High Court orders rescission of share purchase agreement for failure to communicate termination of customer contract It is not often that a share sale of a business will be reversed so as to put the parties back to their precontractual position. However, when it can be shown that the buyer has been induced by a fraudulent misrepresentation on behalf of the seller, in some narrow circumstances, a court will uphold a buyer s election to rescind the contract. The High Court s recent ruling in Erlson Precision Holdings Ltd (formerly GG 132 Ltd) v Hampson Industries plc [2011] has provided a useful example of when inaction on behalf of a representer can lead to a fraudulent misrepresentation, thereby allowing the representee to rescind a share purchase agreement (SPA). FRAUDULENT MISREPRESENTATION Standard of Proof Fraudulent misrepresentation is established where a party to a contract was induced by a false representation that was made either: 1. knowingly; 2. without belief in its truth; or
2 3. recklessly, without care as to whether it was true or false (Derry v Peek (1889)). The claimant does not need to show that the defendant knew that the statement was false, it is enough that there was an absence of an honest belief. In a claim based on an implied representation, the court must consider what a reasonable person would have inferred was being implicitly represented by the representer s words and conduct in their context (IFE Fund SA v Goldman Sachs International [2006]). The standard of proof is the usual civil standard of proof on the balance of probabilities, although a court will normally require stronger evidence when the allegation is more serious, as it is less likely that what is alleged in fact actually occurred (Re H (Minors) [1996] per Lord Nicholls of Birkenhead). Damages Where a party has been induced to enter into a contract by way of a fraudulent misrepresentation, that party is able to claim damages from the representer. Damages for fraudulent misrepresentation will seek to put the innocent party in the position they would have been in had the representation not been made (Doyle v Olby (Ironmongers Ltd) [1969]) and are therefore more akin to a tortious approach than a contractual one. Rescission The innocent party can also elect to rescind the contract. A court order is not necessary for rescission to occur (unless there is a dispute, in which case the court will decide whether or not to confirm the election to rescind), it is sufficient that the party communicates its intention to rescind the contract and that it no longer intends to be bound by it (Car and Universal Finance Co Ltd v Caldwell [1965]). Rescission effectively enables the innocent party to retrospectively avoid the contract and entails that all contracting parties will be put back to their pre-contractual positions. However, the right to rescind may have been lost where: the parties can no longer be put back to their pre-contractual positions. In the case of a sale of a business, this will often occur because the buyer will have entered into novation or other agreements that would make it impossible for the parties to be put back to their pre-contractual positions; the innocent party has affirmed the contract. This may occur when that party either expressly declares their intention to proceed with the contract, or does some act inconsistent with an intention to rescind. That party is then bound by their affirmation; a lapse of time has occurred after the discovery of the fraudulent misrepresentation that will lead to affirmation of the contract. It is not clear what length of time is needed to lapse before the court considers that the innocent party has affirmed the contract, but it has been held that a delay of just a few weeks after discovery is fatal (First National Reinsurance v Greenfield [1921]); or where a third party has acquired an interest in the property transferred under the contract before the contract has been avoided, provided that the third party acted in good faith and gave consideration. ERLSON PRECISION HOLDINGS
3 Facts Erlson Precision Holdings concerned the sale by Hampson of its wholly owned subsidiary, HPA. From October 2009 onwards, a prospective buyer (the Buyer) was regularly provided with information which showed CTT as HPA s second largest customer since 2003 and forecasts indicating that this was to remain the same through to 2012, with CTT continuing to bring in around 34-40% of HPA s annual turnover. On 30 April 2010, the CEO of Hampson was told by CTT s representatives that it was going to terminate its supply arrangement with HPA from August The CEO recognised that this loss of revenue would have an immense impact, making HPA unsaleable. However, he decided to withhold this information from the management of HPA and the Buyer. Over the following eight weeks, numerous presentations were given to the Buyer by HPA, with the CEO s knowledge, providing various positive forecasts of sales to CTT in the coming years. Despite repeated requests from CTT to the CEO that the management of HPA be told of its decision to terminate the supply arrangement, neither HPA nor the Buyer were ever told that, as of August 2010, HPA s second-largest customer would be exiting. In fact, HPA and the Buyer believed that the transaction was progressing well and that completion of the transaction could be expected to take place around mid-june. On 22 June 2010, CTT sent the CEO a letter by officially confirming that it had made the decision to exit the supply arrangements with HPA as of August The next day, the Buyer completed the purchase of HPA through GG Ltd, its acquisition vehicle. Later the same day, the CEO forwarded CTT s termination letter to GG Ltd. Although the Buyer sent an to Hampson less than a week after learning of CTT s termination, it was not until two weeks had passed that GG Ltd formally sought to rescind the contract and accordingly brought a claim before the High Court for rescission of the SPA on the grounds that it had been induced by a fraudulent misrepresentation. It was common ground between the parties that if GG Ltd had been so induced, it was entitled to rescind the SPA. Decision The High Court found that GG Ltd had been induced to enter into the SPA as a result of the fraudulent misrepresentation and that GG Ltd was entitled to rescind the SPA. Reasoning Mr Justice Field held that, to establish the claim for fraudulent misrepresentation, GG Ltd had to show that the CEO was: aware that the forecasts were being communicated to potential buyers and that knowing that they were false and/or misleading he decided not to reveal CTT s intention to terminate its relationship with the target company with the intention that the forecasts should continue to be relied on. Field J was satisfied that the CEO had been well aware that the misleading forecasts had been
4 communicated to the Buyer and that by not informing HPA or the Buyer of CTT s intention to terminate its contract, he was allowing the erroneous forecasts to be relied upon. Field J further stated that GG Ltd need not show that the CEO knew he had an obligation to the Buyer to correct the implied representation but nonetheless dishonestly decided not to correct it. If a CEO of a listed company, knew that a forecast has been falsified by events to which he was privy but remained silent intending that the forecast should be relied on by persons to whom the forecast was directly communicated, dishonesty on the part of that individual will have been proved without it being necessary distinctly and separately to show a conscious awareness of a duty to correct the statement. Field J stated that even if that view was wrong and GG Ltd did have to show that the CEO was aware that he had a duty to correct the statement, that burden had been discharged as: the CEO knew all too well what the effect of CTT s termination would have been on the target company s prospects and must have appreciated that he ought to have reported the news imparted to him on 30 April 2010 so as not to mislead buyers. COMMENT This case provides confirmation that taking no action can amount to a fraudulent misrepresentation and that there is an obligation upon those with knowledge of reliance on incorrect statements to correct them. In these circumstances, the CEO should have corrected the statements that were being made by HPA to the Buyer as he knew that the statements being relied upon were not correct. This case therefore also provides a warning to the seller s advisers to ensure that all proper disclosures are made to the buyer in order to avoid a breach of contract, or worse, the rescission of an SPA. Erlson also provides an opportunity to see when a court will confirm an election to rescind a contract for the sale of a business. However, the case leaves open a number of questions. In Erlson, the court was faced with an easy task once it had decided that there was a fraudulent misrepresentation. The parties had both previously accepted that GG Ltd would be entitled to rescind the contract should fraudulent misrepresentation be established. It would have been interesting to see whether the court would have allowed rescission if it had not been accepted by both parties that the SPA could be rescinded. Two weeks had lapsed before GG Ltd brought a claim for rescission. One would assume that during that time no material changes had been made to HPA that would have prevented the parties from being put back to their pre-contractual positions, as this would affect the ability to reverse the transaction as explained in point 1 above. But what would have been a likely time limit or what changes would have had to occur within the business before the court rejected rescission as a remedy? Unfortunately, these questions were not answered as the parties settled before the appeal lodged by Hampson could be heard. If the parties had not settled, GG Ltd would have been entitled to its 2.5m
5 purchase price plus a contribution from Hampson for its legal costs. Instead, the parties agreed that GG Ltd would retain HPA instead of rescinding the SPA. Hampson agreed to pay 1.5m in damages to GG Ltd and to make a contribution to its costs.
Recent Developments in English Contract Law
September 2011 Recent Developments in English Contract Law BY GARRETT HAYES, ROSS MCNAUGHTON & GEORGE WESTON This Stay Current focuses on four significant recent cases in England which may have implications
More informationFraud, Mistake and Misrepresentation
Recent Developments in European Contract Law Winter term 2007/08 Fraud, Mistake and Misrepresentation 1 Introduction: Fraud, mistake, misrepresentation When should a party be held to the contract, if he/she
More informationMISREPRESENTATION INTRODUCTION
MISREPRESENTATION INTRODUCTION During the course of pre-contractual negotiations a number of statements may be made with a view to inducing the other party to enter into the contract. For example a seller
More informationRisk Management: Practical ways to manage risks of prior representations
Risk Management: Practical ways to manage risks of prior representations Panel Members 1. Steve Latham, Partner, MinterEllison (MC) 2. Douglas Campbell QC, Barrister 3. Tamra Seaton, Director, MDS Legal
More informationFRAUDULENT MISREPRESENTATION
FRAUDULENT MISREPRESENTATION Author: Nasser Hamid Binding: Softcover, 500 pages Publication Price: MYR 200.00 CONTENTS Chapter 1 STATEMENTS, REPRESENTATIONS AND FRAUD Representation Misrepresentation Fraudulent
More informationUNIT 2 - CONTRACT LAW. Suggested Answers January 2009
Note to Candidates and Tutors: UNIT 2 - CONTRACT LAW Suggested Answers January 2009 The purpose of the suggested answers is to provide students and tutors with guidance as to the key points students should
More informationDefine genuine agreement and rescission. Identify when duress occurs. Describe how someone may exercise undue influence.
Define genuine agreement and rescission Identify when duress occurs Describe how someone may exercise undue influence. Genuine Agreement/Assent: meeting of the minds Must be willful and voluntary Must
More informationCHAPTER 8: GENUINE AGREEMENT
CHAPTER 8: GENUINE AGREEMENT GENUINE AGREEMENT AND RESCISSION A valid offer and valid acceptance generally results in an enforceable contract. If one of the parties used physical threats to acquire the
More informationMisrepresentation under English Contract Law and Its Comparison to Slovak Contract Law
Misrepresentation under English Contract Law and Its Comparison to Slovak Contract Law Lucia Šírová Faculty of Law, Comenius University in Bratislava, Slovakia lucia.sirova@flaw.uniba.sk ICLR, 2016, Vol.
More informationLIABILITY IN RESPECT OF OFFERING OF INTERESTS IN A CAYMAN ISLANDS EXEMPTED LIMITED PARTNERSHIP
LIABILITY IN RESPECT OF OFFERING OF INTERESTS IN A CAYMAN ISLANDS EXEMPTED LIMITED PARTNERSHIP MEMORANDUM CONCERNING LIABILITY IN RESPECT OF OFFERING OF INTERESTS IN A CAYMAN ISLANDS EXEMPTED LIMITED PARTNERSHIP
More informationMISTAKE. (1) the other party to the contract knew or should have known of the mistake; or
MISTAKE Mistake of Fact: The parties entered into a contract with different understandings of one or more material facts relating to the contract s performance. Mutual Mistake: A mistake by both contracting
More informationLEVEL 4 - UNIT 1 CONTRACT LAW SUGGESTED ANSWERS JANUARY 2015
Note to Candidates and Tutors: LEVEL 4 - UNIT 1 CONTRACT LAW SUGGESTED ANSWERS JANUARY 2015 The purpose of the suggested answers is to provide students and tutors with guidance as to the key points students
More informationSpicer v Gardaworld Consulting (UK) Ltd NY Slip Op 33088(U) November 19, 2018 Supreme Court, New York County Docket Number: /2017 Judge:
Spicer v Gardaworld Consulting (UK) Ltd. 2018 NY Slip Op 33088(U) November 19, 2018 Supreme Court, New York County Docket Number: 655352/2017 Judge: Charles E. Ramos Cases posted with a "30000" identifier,
More informationSession: The False Claims Act Post-Escobar. Authors: Robert L. Vogel and Andrew H. Miller THE ESCOBAR CASE: SOME PRACTICAL IMPLICATIONS INTRODUCTION
Session: The False Claims Act Post-Escobar Authors: Robert L. Vogel and Andrew H. Miller THE ESCOBAR CASE: SOME PRACTICAL IMPLICATIONS INTRODUCTION In United Health Services, Inc. v. United States ex rel.
More informationBe Careful and Honest in What You Say: Fraud in Arbitration
Be Careful and Honest in What You Say: Fraud in Arbitration by Vincent Moran QC Vincent Moran QC acted for the successful Claimant in Celtic v Knowles, the first reported decision under the 1996 Arbitration
More informationDilapidations Representations
Dilapidations Representations Keith Firn BSc(Hons), MRICS, MFPWS Chartered Surveyor, Datum Building Consultancy Ltd Michael R. Watson Partner, Property Litigation, Shulmans Solicitors Dilapidations; Dishonesty;
More informationAN INTRODUCTION TO THE LAW OF CONTRACT
AN INTRODUCTION TO THE LAW OF CONTRACT P. S. ATIYAH Formerly Professor of English Law in the University of Oxford FIFTH EDITION CLARENDON PRESS OXFORD 1995 Contents Table of Cases i. The Development of
More informationAPPEAL FROM DECISION OF SOCIAL SECURITY APPEAL TRIBUNAL ON A
* 41/93 Commissioner s File: CIS/674/1994 SOCIAL SECURITY ACT 1986 SOCIAL SECURITY ADMINISTRATION ACT 1992 APPEAL FROM DECISION OF SOCIAL SECURITY APPEAL TRIBUNAL ON A QUESTION OF LAW DECISION OF THE SOCIAL
More informationRESCISSION OF CONTRACTS IN CALIFORNIA
Home Eugene E. Kinsey, Attorney at Law Phone:562 596-8177 Fax: 562 596-0298 E-Mail: KinseyE@ix.netcom.com Web: www.kinseylaw.com 323 Main St., 2nd Floor, Seal Beach, CA 90740 RESCISSION OF CONTRACTS IN
More informationHOT TOPICS FOR FINANCE LAWYERS. Jersey Chancery Bar Conference Thursday 16 th October Catherine Gibaud QC
HOT TOPICS FOR FINANCE LAWYERS Jersey Chancery Bar Conference Thursday 16 th October 2014 Catherine Gibaud QC HOT TOPICS FOR FINANCE LAWYERS Catherine Gibaud QC Rewriting History when can non-reliance
More informationContents. Table of Statutes. Table of Secondary Legislation. Table of Cases. The Agreement to Contract
Contents Table of Statutes Table of Secondary Legislation Table of Cases Chapter 1: The Agreement to Contract 1.1 Introduction 1.2 Elements required for a valid simple contract 1.3 The phenomenon of agreement
More informationLEVEL 3 - UNIT 2 CONTRACT LAW SUGGESTED ANSWERS - JANUARY 2014
Note to Candidates and Tutors: LEVEL 3 - UNIT 2 CONTRACT LAW SUGGESTED ANSWERS - JANUARY 2014 The purpose of the suggested answers is to provide students and tutors with guidance as to the key points students
More informationGenuineness of Assent
Genuineness of Assent A party who demonstrates that she did not genuinely assent to the terms of a contract may avoid an otherwise valid contract. Genuine assent may be lacking due to mistake, fraudulent
More informationGenuine Agreement (Genuine Assent)
Chapter 7 Genuine Agreement (Genuine Assent) Business Law Ms. Turner Genuine Agreement (Genuine Assent) Agreement to enter into a contract that is evidenced by words or conduct between parties If there
More informationLEVEL 3 - UNIT 2 CONTRACT LAW SUGGESTED ANSWERS - JANUARY 2013
Note to Candidates and Tutors: LEVEL 3 - UNIT 2 CONTRACT LAW SUGGESTED ANSWERS - JANUARY 2013 The purpose of the suggested answers is to provide students and tutors with guidance as to the key points students
More informationBEFORE THE IMMIGRATION ADVISERS COMPLAINTS AND DISCIPLINARY TRIBUNAL. Decision No: [2015] NZIACDT 79. Reference No: IACDT 020/14
BEFORE THE IMMIGRATION ADVISERS COMPLAINTS AND DISCIPLINARY TRIBUNAL Decision No: [2015] NZIACDT 79 Reference No: IACDT 020/14 IN THE MATTER of a referral under s 48 of the Immigration Advisers Licensing
More informationIN THE DISTRICT COURT OF APPEAL OF THE STATE OF FLORIDA FIFTH DISTRICT
IN THE DISTRICT COURT OF APPEAL OF THE STATE OF FLORIDA FIFTH DISTRICT NOT FINAL UNTIL TIME EXPIRES TO FILE MOTION FOR REHEARING AND DISPOSITION THEREOF IF FILED ATLANTICA ONE, LLC, ETC., Appellant, v.
More informationRULE 10b-5 AS APPLICABLE TO NEGOTIATED M+A TRANSACTIONS
RULE 10b-5 AS APPLICABLE TO NEGOTIATED M+A TRANSACTIONS This informal memo collects some relevant sources on the application of Rule 10b-5 to M+A transactions. 1. Common law fraud differs from state to
More informationPART 2 REGULATED ACTIVITIES Chapter I Regulated Activities 3. Regulated activities. Chapter II The General Prohibition 4. The general prohibition.
FINANCIAL SERVICES ACT 2008 (Chapter 8) Arrangement of Sections PART 1 THE REGULATOR AND THE REGULATORY OBJECTIVES 1. The Financial Supervision Commission. 2. Exercise of functions to be compatible with
More informationCASE NO. 1D John R. Dowd, Jr., and Charles G. Brackins of The Dowd Law Firm, P.A., Ft. Walton Beach, for Appellant.
IN THE DISTRICT COURT OF APPEAL FIRST DISTRICT, STATE OF FLORIDA THOMAS J. DUGGAN, LLC, v. Appellant, NOT FINAL UNTIL TIME EXPIRES TO FILE MOTION FOR REHEARING AND DISPOSITION THEREOF IF FILED CASE NO.
More information22 September 2010 Presentation by Chandra Mohan Rethnam and Mohammed Reza Commercial Litigation Practice
Recent Developments in Banking Litigation in Singapore 22 September 2010 Presentation by Chandra Mohan Rethnam and Mohammed Reza Commercial Litigation Practice Recent Developments in Banking Litigation
More informationSTOCK EXCHANGE ACT 1988 Act 38 of August 1989 ARRANGEMENT OF SECTIONS
STOCK EXCHANGE ACT 1988 Act 38 of 1988-12 August 1989 ARRANGEMENT OF SECTIONS 1 Short title 30 Dealings in securities quoted on the official list 2 Interpretation 31 Clearing House PART I - THE STOCK EXCHANGE
More informationCONTRACT LAW. Elements of a Contract
CONTRACT LAW Contracts: Types and Sources in Australia CONTRACT: An agreement concerning promises made between two or more parties with the intention of creating certain legal rights and obligations upon
More informationSTATE OF MICHIGAN COURT OF APPEALS
STATE OF MICHIGAN COURT OF APPEALS KAREN BYRD, individually and as Next Friend for, LEXUS CHEATOM, minor, PAGE CHEATOM, minor, and MARCUS WILLIAMS, minor, UNPUBLISHED October 3, 2006 Plaintiff-Appellant,
More informationIntroduction to Contract Law
Introduction to Contract Law Introduction to Contract Law Acknowledgments Writer: Editor: Word processing & Graphics: Alicia Hutton, Mandy Welling REIT Professional Development Departments Version Number:
More informationFILED: NEW YORK COUNTY CLERK 05/25/ :55 PM INDEX NO /2017 NYSCEF DOC. NO. 5 RECEIVED NYSCEF: 05/25/2017
SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK ------------------------------------------------------- X PREECHA NUNTNARUMIT, : SUPHACHAI WATNASUVISUTH and : JACKRIT LOHAJAROENSUB : : Plaintiffs,
More informationREPORTING COMPANY LAW OFFENCES. Information for auditors
REPORTING COMPANY LAW OFFENCES Information for auditors September 2009 The Institute of Certified Public Accountants in Ireland ODCE Information Notice I/2009/4 REPORTING COMPANY LAW OFFENCES Information
More informationTHE SOCIAL SECURITY COMMISSIONERS. Commissioner s Case No: CS/17203/1996 SOCIAL SECURITY ADMINISTR-ATION ACT 1992
THE SOCIAL SECURITY COMMISSIONERS Commissioner s Case No: CS/17203/1996 SOCIAL SECURITY ADMINISTR-ATION ACT 1992 SOCIAL SECURITY CONTRIBUTIONS AND BENEFITS ACT 1992 APPEAL FROM DECISION OF SOCIAL SECURITY
More informationFILED: NEW YORK COUNTY CLERK 07/06/ :08 PM INDEX NO /2018 NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 07/06/2018
SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK --------------------------------------------------------------x ARTEMUS USA LLC, INDEX NO. Plaintiff, - against - SUMMONS PAUL KASMIN GALLERY,
More informationCQUniversity Division of Higher Education School of Business and Law
CQUniversity Division of Higher Education School of Business and Law LAWS11062 Contract Law B Topic 2 Misrepresentation and Misleading & Deceptive Conduct Term 2, 2014 Anthony Marinac CQUniversity 2014
More informationa) The body of law as made by judges through the determination of cases. d) The system of law that emerged following the Norman Conquest in 1066.
1. Who of the following was NOT a proponent of natural law? a) Aristotle b) Jeremy Bentham c) St Augustine d) St Thomas Aquinas 2. The term 'common law' has three different meanings. Which of the following
More informationCriminalising corruption Fraud and white collar crime update
Criminalising corruption Fraud and white collar crime update Legislative update This update reviews a number of recent developments in the law of fraud and white collar crime. 26 October 2016 Criminal
More informationApril 2007 JONES DAY COMMENTARY
April 2007 JONES DAY COMMENTARY Some Differences in Law and Practice between U.K. and U.S. Stock Purchase Agreements As M&A becomes increasingly international, historic differences between U.K. and U.S.
More informationChinese Contract Law: A Brief Introduction. ZHANG Xuezhong. Assistant Professor of Law.
Chinese Contract Law: A Brief Introduction ZHANG Xuezhong Assistant Professor of Law zhangxuezhong@ecupl.edu.cn East China University of Politics and Law Overview 1. In General 2. Principles of Chinese
More informationTHE SECOND LIMB OF BARNES V ADDY
THE SECOND LIMB OF BARNES V ADDY Introduction The second limb of Barnes v Addy 1 provides a cause of action against persons who provide knowing assistance to a trustee or fiduciary who dishonestly and
More informationContract Law Final Exam Version C
Contract Law Final Exam Version C True/False Indicate whether the statement is true or false. 1. Compliance and excuse are valid defenses to a breach of contract action. 2. To have a constructive or implied
More informationOVERVIEW OF CONTRACT LAW
OVERVIEW OF CONTRACT LAW Liability is generally the key issue in regards to contractual disputes. Purpose of K law is to provide the rules which determine when one party is liable to another under or in
More informationCriminal Liability Hong Kong s Auditors in the Firing Line
Accountants August 2012 Update Criminal Liability Hong Kong s Auditors in the Firing Line On 12 July 2012, the Companies Bill was passed by the Legislative Council marking a significant milestone in the
More informationBUSINESS AND CORPORATE LAW NOV 2010
BUSINESS AND CORPORATE LAW NOV 2010 SOLUTION 1 a) Limitation of actions requires that since there must be an end to litigation, certain classes of lawsuits must be brought within a fixed period of time,
More informationAttorney for Plaintiffs SUPERIOR COURT OF THE STATE OF CALIFORNIA COUNTY OF SAN DIEGO SOUTH COUNTY REGIONAL CENTER
VACHON LAW FIRM Michael R. Vachon, Esq. (SBN ) 0 Via del Campo, Suite San Diego, California Tel.: () -0 Fax: () - Attorney for Plaintiffs SUPERIOR COURT OF THE STATE OF CALIFORNIA COUNTY OF SAN DIEGO SOUTH
More informationUNITED STATES DISTRICT COURT NORTHERN DISTRICT OF CALIFORNIA. Plaintiff, I COMPLAINT FOR VIOLATION OF THE FEDERAL SECURITIES LAWS.
Case 3:-cv-00980-SI Document Filed 02/29/ Page of 2 3 4 8 9 0 4 UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF CALIFORNIA Case No. 2 22 2 2 vs. HORTONWORKS, INC., ROBERT G. BEARDEN, and SCOTT J. DAVIDSON,
More informationINTERNATIONAL SALE OF GOODS ACT
c t INTERNATIONAL SALE OF GOODS ACT PLEASE NOTE This document, prepared by the Legislative Counsel Office, is an office consolidation of this Act, current to December 2, 2015. It is intended for information
More informationTFF Conference Interviewing Fraudsters
TFF Conference 2017 Interviewing Fraudsters Mike Neumann Director ITS Training (UK) Ltd. ITS Training (UK) Ltd 2001-2017 1 Contents Part one What s it all about Part two To follow PACE or not That is the
More informationGood Deals Gone Bad Structuring Transactions to Reduce the Risk of Litigation
Good Deals Gone Bad Structuring Transactions to Reduce the Risk of Litigation Most Frequently Litigated Contractual Provisions Lori E. Lightfoot Partner +1 312 701 8680 llightfoot@mayerbrown.com Michael
More informationB. Tesco and Tesco Stores have offered to make a Compensation Payment (as defined below) to the Claimant(s) pursuant to the Scheme.
Appendix 1 Release i. THIS AGREEMENT is made on.. ii. (1 (2 (3 BETWEEN:...... (the Claimant(s; and (4 TESCO PLC, a company incorporated in England and Wales having its registered office at Tesco House,
More informationStudy Notes & Practice Questions. Updated 2018 Exams
Orea Real Estate Exam Course Study Notes & Practice Questions Updated 2018 Exams All rights reserved. No part of this publication may be reproduced, transmitted or stored in any material form (including
More informationJ U L Y V O L U M E 6 3
LEGAL MATTERS J U L Y 2 0 1 6 V O L U M E 6 3 For a contract to be considered valid and binding in South Africa, certain requirements must be met, inter alia, there must be consensus ad idem between the
More informationCourt of Appeals. First District of Texas
Opinion issued March 12, 2015 In The Court of Appeals For The First District of Texas NO. 01-14-00210-CV FREEDOM EQUITY GROUP, INC., Appellant V. MTL INSURANCE COMPANY, Appellee On Appeal from the 215th
More informationQuestion 1: I read that a mentally impaired adult s contracts may be void or voidable. Which is it?
Question 1: I read that a mentally impaired adult s contracts may be void or voidable. Which is it? Answer 1: It depends. If a court of proper jurisdiction has found an adult to be non compos mentis, or
More informationGood Faith and Honesty: Bhasin v Hrynew
Good Faith and Honesty: Bhasin v Hrynew June 9, 2015 Toronto, Ontario Marc Kestenberg, Partner, Norton Rose Fulbright Canada LLP Marlo Kravetsky, Senior Counsel, TD Bank Group Deborah Reine, Senior Counsel,
More informationDaniel J. Kaiser, for appellant. Jean-Claude Mazzola, for respondents. Plaintiff Kyle Connaughton appeals, as limited by his
This opinion is uncorrected and subject to revision before publication in the New York Reports. ----------------------------------------------------------------- No. 46 Kyle Connaughton, Appellant, v.
More informationEBERHARD SCHONEBURG, ) SECURITIES LAWS
UNITED STATES DISTRICT COURT CENTRAL DISTRICT OF CALIFORNIA WESTERN DIVISION ) AND ON BEHALF OF ALL OTHERS ) CASE No.: SIMILARLY SITUATED, ) 7 ) 8 Plaintiff, ) CLASS ACTION vs. ) COMPLAINT 9 ) FOR VIOLATIONS
More informationCapturing the IT customer s requirements: a shared responsibility
Page 1 of 5 18th BILETA Conference:Controlling Information in the Online Environment April, 2003 QMW, London Capturing the IT customer s requirements: a shared responsibility Ruth Atkins University of
More informationTEXAS COURT OF APPEALS, THIRD DISTRICT, AT AUSTIN
TEXAS COURT OF APPEALS, THIRD DISTRICT, AT AUSTIN NO. 03-14-00250-CV Alexandra Krot and American Homesites TX, LLC, Appellants v. Fidelity National Title Company, Appellee FROM THE DISTRICT COURT OF TRAVIS
More informationTHE CIRCUIT COURT OF THE STATE OF OREGON FOR THE COUNTY OF MULTNOMAH. Case No.
// :: PM CV00 1 THE CIRCUIT COURT OF THE STATE OF OREGON FOR THE COUNTY OF MULTNOMAH 1 MICHAEL LYNCH, as personal representative of the Estate of Edward C. Lynch, v. Plaintiff, PACIFIC FOODS OF OREGON,
More informationUNITED STATES DISTRICT COURT CENTRAL DISTRICT OF CALIFORNIA. Case No.: Plaintiff, Defendants
UNITED STATES DISTRICT COURT CENTRAL DISTRICT OF CALIFORNIA PLAINTIFF, Individually and on Behalf of All Others Similarly Situated, Case No.: vs. Plaintiff, CLASS ACTION COMPLAINT FOR VIOLATION OF THE
More informationSTATE OF MICHIGAN IN THE 10 TH DISTRICT COURT FOR THE COUNTY OF CALHOUN 161 East Michigan Avenue, Battle Creek, MI Case No.
STATE OF MICHIGAN IN THE 10 TH DISTRICT COURT FOR THE COUNTY OF CALHOUN 161 East Michigan Avenue, Battle Creek, MI 49014 BERNARD F. ZEITLER, II, Plaintiff, vs. Case No. 13-4319-GC 2 MOON PRESS, LLC, MELINDA
More informationIvey v Genting Casinos (UK) Ltd t/a Crockfords [2017] UKSC 67: the demise of Ghosh and Twinsectra
Ivey v Genting Casinos (UK) Ltd t/a Crockfords [2017] UKSC 67: the demise of Ghosh and Twinsectra 1. All paragraph numbers, unless otherwise stated, refer to Ivey v Genting Casinos (UK) Ltd t/a Crockfords
More informationCASES. Caveat Emptor? L.A. Lawrenson *
CASES The Sale of Goods by Description - A Return to Caveat Emptor? L.A. Lawrenson * Few decisions are reported on the provisions of Section 13 of the Sale of Goods Act 1979, so any such case which is
More informationPART II Trade Practices Act 1974 (Cth)
PART II Trade Practices Act 1974 (Cth) I BREACH OF S 52 A Section 52 s 52: Misleading or Deceptive Conduct: A corporation shall not, in trade or commerce, engage in conduct that is misleading or deceptive
More informationBefore : MR JUSTICE KNOWLES CBE Between : (1) C1 (2) C2 (3) C3. - and
Neutral Citation Number: [2016] EWHC 1893 (Comm) IN THE HIGH COURT OF JUSTICE QUEEN'S BENCH DIVISION COMMERCIAL COURT Case No: CL-2015-000762 Royal Courts of Justice Strand, London, WC2A 2LL Date: 29/07/2016
More informationTexas Disciplinary Rules of Professional Conduct of the State Bar of Texas. Texas State Bar Ethics Rules HIGHLIGHTS (SELECTED EXCERPTS)
Texas State Bar Ethics Rules Highlights Page 1 of 8 Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas Texas State Bar Ethics Rules HIGHLIGHTS (SELECTED EXCERPTS) [Page 7] Rule
More informationUNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF CALIFORNIA. Master File No. 05-CV H(RBB) CLASS ACTION
UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF CALIFORNIA In re PETCO CORPORATION SECURITIES LITIGATION Master File No. 05-CV-0823- H(RBB) CLASS ACTION This Document Relates To: ALL ACTIONS. NOTICE
More informationPresenting a live 90-minute webinar with interactive Q&A. Today s faculty features: Wilson Chu, Partner, McDermott Will & Emery, Dallas
Presenting a live 90-minute webinar with interactive Q&A Negotiating and Navigating the Fraud Exception in Private Company Acquisitions Key Considerations For Drafting a Fraud Exception to an M&A Contractual
More informationUNITED STATES DISTRICT COURT DISTRICT OF NEW JERSEY. No.
UNITED STATES DISTRICT COURT DISTRICT OF NEW JERSEY PLAINTIFF, In His Behalf and on Behalf of All Others Similarly Situated, v. Plaintiff, COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION, FRANCISCO D SOUZA,
More informationSTATE OF MICHIGAN COURT OF APPEALS
STATE OF MICHIGAN COURT OF APPEALS HAMILTON LYNCH HUNT CLUB LLC, Plaintiff-Appellant, UNPUBLISHED October 10, 2013 v No. 312612 Alcona Circuit Court LORRAINE M. BROWN and BIG MOOSE LC No. 10-001662-CZ
More informationIN THE SUPREME COURT OF BELIZE, A.D MAYA ISLAND RESORT PROPERTIES LTD.
IN THE SUPREME COURT OF BELIZE, A.D. 2010 CLAIM NO. 216 of 2009 MAYA ISLAND RESORT PROPERTIES LTD. CLAIMANT AND BETTY CURRY DEFENDANT Hearings 2010 7 th July 31 st July 30 th August Mrs. Ashanti Arthurs
More informationCambridge International Examinations Cambridge International Advanced Subsidiary and Advanced Level. Published
Cambridge International Examinations Cambridge International Advanced Subsidiary and Advanced Level LAW 9084/31 Paper 3 October/November 2016 MARK SCHEME Maximum Mark: 75 Published This mark scheme is
More informationPCLL Conversion Examination January 2011 Examiner s Comments Commercial Law
PCLL Conversion Examination January 2011 Examiner s Comments Commercial Law The level of English was good and the presentation of the scripts themselves with almost all students writing legibly. Only one
More informationMLL217 MISLEADING CONDUCT AND ECONOMIC TORTS
MLL217 MISLEADING CONDUCT AND ECONOMIC TORTS Contents FALSE AND MISLEADING STATEMENTS... 5 Other Common Law Torts Regulating False or Misleading Statements... 5 Deceit... 5 Injurious falsehood... 6 Negligent
More informationExamining the current law relating to limitation and causes of action (tortious and contractual) within a construction context
Examining the current law relating to limitation and causes of action (tortious and contractual) within a construction context Received (in revised form): 11th September, 2005 Sarah Wilson is an associate
More informationSTATE OF MICHIGAN COURT OF APPEALS
STATE OF MICHIGAN COURT OF APPEALS ROBERT VANHELLEMONT and MINDY VANHELLEMONT, UNPUBLISHED September 24, 2009 Plaintiffs-Appellants, v No. 286350 Oakland Circuit Court ROBERT GLEASON, MEREDITH COLBURN,
More informationREVIEW QUESTIONS TRUE/FALSE QUESTIONS (CIRCLE THE CORRECT ANSWER)
REVIEW QUESTIONS TRUE/FALSE QUESTIONS (CIRCLE THE CORRECT ANSWER) 1. T F When a court or legislature protects a class, this protection extends to all members of that class in every contractual transaction.
More informationJin Hai Liu v Forever Beauty Day Spa Inc NY Slip Op 32701(U) October 11, 2018 Supreme Court, New York County Docket Number: /2017 Judge:
Jin Hai Liu v Forever Beauty Day Spa Inc. 2018 NY Slip Op 32701(U) October 11, 2018 Supreme Court, New York County Docket Number: 652167/2017 Judge: Gerald Lebovits Cases posted with a "30000" identifier,
More informationSTATE OF MICHIGAN COURT OF APPEALS
STATE OF MICHIGAN COURT OF APPEALS ELECTRIC STICK, INC., Plaintiff-Appellee, UNPUBLISHED September 15, 2016 v No. 327421 Wayne Circuit Court PRIMEONE INSURANCE COMPANY, LC No. 14-003564-CK and Defendant-Appellant.
More informationUNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS (1980) [CISG]
Go to CISG Table of Contents Go to Database Directory UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS (1980) [CISG] For U.S. citation purposes, the UN-certified English text
More information26 th Annual IBA/IFA Joint Conference Managing Risks in International Franchising May 18-19, 2010 JW Marriott Hotel in Washington, DC.
26 th Annual IBA/IFA Joint Conference Managing Risks in International Franchising May 18-19, 2010 JW Marriott Hotel in Washington, DC. EVALUATION OF LEGAL RISKS OF SALES REPRESENTATIONS IN INTERNATIONAL
More informationPrinciples of European Contract Law
Article 1:101: Application of the Principles Principles of European Contract Law CHAPTER 1: GENERAL PROVISIONS Section 1: Scope of the Principles (1) These Principles are intended to be applied as general
More informationReality of Consent. Reality of Consent. Reality of Consent. Chapter 13
Reality of Consent Chapter 13 Reality of Consent It is crucial to the economy and commerce that the law be counted on to enforce contracts. However, in some cases there are compelling reasons to permit
More informationDirectors Roles & Responsibilities Dealing with Dysfunctional Boards/Crises/Emergencies November 2012
Directors Roles & Responsibilities Dealing with Dysfunctional Boards/Crises/Emergencies November 2012 www.charltonslaw.com 0 THE LEGAL ISSUES 1 BACKGROUND 2 ROLE OF LAWYERS 3 Definition of Director : Directors
More informationANTI-BRIBERY & CORRUPTION POLICY
ANTI-BRIBERY & CORRUPTION POLICY 0 Anti-Bribery and Corruption Policy 1 Anti-Bribery and Corruption Policy Introduction This policy applies to Portmeirion Group PLC and its subsidiaries, (including Wax
More informationMisleading or Deceptive Conduct
Misleading or Deceptive Conduct Charlotte Murphy & David Niven FOS Conference 2012 MISLEADING or DECEPTIVE CONDUCT What we will cover The boring stuff The less boring stuff FOS Approach Vaguely Interesting
More informationLiability for Misstatement in Prospectus: Where to Stop?
Liability for Misstatement in Prospectus: Where to Stop? Introduction Manendra Singh This article focuses on the wide applicability of liability provisions with respect to any misstatement made in the
More information8:11-cv LSC -TDT Doc # 8 Filed: 08/16/11 Page 1 of 23 - Page ID # 16
8:11-cv-00273-LSC -TDT Doc # 8 Filed: 08/16/11 Page 1 of 23 - Page ID # 16 IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF NEBRASKA DENNIS P. CIRCO, CHRISTOPHER W. CIRCO, Case #: 8:11-cv-00273
More informationCase 9:16-cv KLR Document 1 Entered on FLSD Docket 01/19/2016 Page 1 of 32
Case 9:16-cv-80095-KLR Document 1 Entered on FLSD Docket 01/19/2016 Page 1 of 32 IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF FLORIDA J. STEVEN ERICKSON, Individually and on behalf
More informationArbitration of Distribution and Franchise Disputes
Arbitration of Distribution and Franchise Disputes Gerald Saltarelli Abstract: Manufacturers and other sellers of goods and services reach their markets through a variety of means, including distributor
More informationCODE OF CONDUCT FOR EMPLOYEES
CODE OF CONDUCT FOR EMPLOYEES 2 April 2018 non-legislative PURPOSE All City of Adelaide (CoA) employees must comply with the provisions of this Code in carrying out their functions as public officials.
More informationCase 3:18-cv Document 1 Filed 08/10/18 Page 1 of 14
Case :-cv-0 Document Filed 0/0/ Page of 0 UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF CALIFORNIA WILLIAM CHAMBERLAIN, on behalf of himself and all other similarly situated v. TESLA INC., and ELON
More informationPublished on e-first 1 June AGENCY LAW
Published on e-first 1 June 2018 3. AGENCY LAW Pearlie KOH LLB (Hons) (National University of Singapore), LLM (University of Melbourne); Advocate & Solicitor (Singapore); Associate Professor, Singapore
More informationUNITED STATES DISTRICT COURT DISTRICT OF NEVADA ) ) ) ) ) ) ) ) ) ) ) ) ) ) Case No. Plaintiff, DRAFT. Defendants. CLASS ACTION COMPLAINT
UNITED STATES DISTRICT COURT DISTRICT OF NEVADA, Individually and On Behalf of All Others Similarly Situated, v. Plaintiff, WYNN RESORTS LIMITED, STEPHEN A. WYNN, and CRAIG SCOTT BILLINGS, Defendants.
More information