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Teoco UK v Aircom Jersey and Aircom Global

In Teoco UK v Aircom Jersey and Aircom Global [2018] EWCA Civ 23 (18 January 2018) the Court of Appeal found that a blanket reference to warranties under a share purchase agreement (SPA) did not constitute notice of a claim.

Aircom Jersey and Aircom Global (referred to as ‘Aircom’) had sold the share capital of two companies to Teoco UK. Teoco had subsequently issued proceedings for damages for breach of warranty and/or an indemnity resulting from tax liabilities (amounting to nearly £3.5m) owed by subsidiaries of one of the companies sold.

Aircom had successfully applied to strike out the claims. Letters had been sent by Teoco’s solicitors to Aircom; however Aircom contended that they did not constitute proper notice of the claims for the purpose of the SPA.

The Court of Appeal agreeing with the High Court found that the letters had failed to satisfy the...

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