On 23 January 2026 the Commercial Court handed down judgment in Synthos Spolka Akcyjna v Ineos Industries Holdings Ltd [2026] EWHC 83 (Comm) following a liability trial from 6-22 October 2025, finding in favour of the Claimant.
In 2016 the Defendant sold the Claimant a business for c.€80m which had been participating in a buyers’ cartel in breach of competition law since May 2012.
His Honour Judge Pelling KC found that the Claimant was entitled to succeed on its claim for damages for breach of a notification requirement in the parties’ Share Sale Agreement dated 6 May 2016 (“SSA”), and also on its claim for damages for breaches of warranties given in the SSA that the Defendant was not aware that there were circumstances likely to give rise to legal proceedings or to a governmental or other official investigation or inquiry (“the Claimant’s Warranty Claims”).
The Court further held that the Claimant’s Warranty Claims were claims where (for the purposes of clause 9.6(b) of the SSA) “the fact, matter or circumstance giving rise to the claim arises as a result of fraud on the part of the [Defendant]” such that none of the limitations in Schedule 6 of the SSA (including an 18-month time bar) applied to those claims. As a result the Claimant’s failure to comply with the 18-month time bar did not preclude the Claimant’s Warranty Claims from succeeding.
The Judge refused the Defendant’s application for permission to appeal.
The case will now proceed to a quantum trial.
Alain Choo Choy KC and Rachel Oakeshott, instructed by Hogan Lovells International LLP, acted for the Claimant.
Conall Patton KC, Max Schlote and Veena Srirangam, instructed by Slaughter and May, acted for the Defendant.
View Judgment here.
View the European Commission Decision of 29 November 2022 (AT.40547 – STYRENE MONOMER) here.