- In brief: Breach of warranty claims – strict compliance with notice provisions (Zayo Group International Ltd v Ainger)
- What are the practical implications of this case?
- What was this case about?
- What did the court decide?
- The applicable standard
- Service of the notices
- The consequences of Zayo’s failure to serve one of the defendants
- Zayo’s failure to identify the correct measure of loss for breach of warranty in a share sale agreement
- The content of the notices
- Case details
Dispute Resolution analysis: Adrian Forster, associate at Quinn Emanuel Urquhart & Sullivan UK LLP, considers the decision of the High Court in Zayo Group International Ltd v Ainger. This decision hammers home the importance of scrupulous compliance with contractual terms governing the notification of claims: defective notice to one of the seven defendants was fatal to a claim against them all. The judgment includes a helpful exposition of the authorities in which the construction of such provisions has been considered, drawing out the competing commercial concerns generally reflected in them. It also confirms that the correct measure of loss for breach of warranty in a share sale agreement is the difference between the value of the shares as warranted and the true value of the shares.
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