November 22, 2024
The High Court in Manchester has recently given judgment in Adie v Ingenuity Digital Ltd [2024] EWHC 2902 (Ch). Joseph Wigley acted for the successful defendant company in this Part 8 claim before His Honour Judge Stephen Davies (sitting as a Judge of the High Court).
The claim was for declarations on the interpretation of provisions in a share purchase agreement (SPA) relating to the calculation of deferred consideration and the relationship between that calculation and potential indemnity claims. The Judge found for the defendant buyer, holding that it was entitled to adjust EBITDA under Schedule 7 of the SPA when preparing the deferred consideration statement, even if it was also able to make an indemnity claim covering the same loss, and that this did not constitute an impermissible double recovery.
Read the judgment.
