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Court orders rectification of a disclosure letter in a private company share sale

Persimmon Homes v Hillier [2019] EWCA Civ 800

Michael Fealy QC acted for Persimmon at trial, and on appeal, in obtaining damages for breach of warranty in a share sale and purchase agreement.  Persimmon had bought the shares in a house building company, only to discover that the vendors had held back some sites leaving them with a ransom strip.

Michael succeeded in persuading the court that the common intention of the parties was to transfer all of the site to Persimmon, and to rectify the SPA to correct that oversight. In addition, he persuaded the court to rectify the disclosure letter to deny the vendors a defence to the warranty claim.

The Court of Appeal dismissed the appeal against that judgment and Michael represented Persimmon in the appeal.

The case is of significance because it is the first reported example of the court ordering rectification of a disclosure letter in a private company share sale.

You can view the full judgment here.