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United Kingdom disclosure lettersdeceitshare purchase agreements

Veranova BidCo v Johnson Matthey

[2025] EWHC 707 (Comm)
JurisdictionUnited Kingdom
CourtHigh Court of Justice, King's Bench Division, Commercial Court
Year2025
StatusPersuasive authority

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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