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disclosure lettersdeceitshare purchase agreements
Veranova BidCo v Johnson Matthey
[2025] EWHC 707 (Comm)
Key Principle
There is no fixed rule that statements in a (draft) disclosure letter or warranties cannot amount to actionable representations; whether they do is fact-sensitive, the only firm rule being that agreeing to provide a warranty will not, without more, amount to making a representation of fact, so a deceit claim founded on a draft disclosure letter is not bound to fail and may proceed to trial.
Area of Law
General
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