Notice provisions and breach of warranty claims – traps for the unwary

Every year, multi-million pound claims for breach of warranty are defeated on technicalities relating to the notice provisions contained in the vendor protection schedule of a share purchase agreement. Given the courts’ expectation that a buyer will comply strictly with the terms of such clauses, it is imperative that care is taken both when drafting and when serving notices. This webinar considers all the key issues and illustrates them with appropriate examples from case law.

Topics will include:

Vendor protection schedule

• sample notice provisions for breach of warranty claims
• preferences of the seller and the buyer

Timing requirements

• notification by reference to completion date
• notification by reference to the date of the buyer’s knowledge

Buyer’s knowledge

• clear and unambiguous definition

Content of the notice

• what is a ‘reasonable level of detail’?
• do specific warranties have to be referred to?
• does the notice need to refer to specific provisions to be effective?

Formalities

• format of the notice
• in writing and signed?
• what constitutes valid service of a notice?
• will notification by e-mail or being left at a location suffice?