Hopkinson and others v Towergate Financial (Group) Ltd and other companies

Contract – Construction. The appeal concerned the true construction of the indemnity provisions in a share sale agreement, which provided for the sale of the entire share capital of a company that provided financial advice to retail customers. The defendants (the indemnifying parties) had argued that the claimants had not complied with the requirements for giving notice of their indemnity claim. The dispute concerned the requirement (in the agreement) for notice to be given 'specifying the details and circumstances giving rise to the Claims or Claims and an estimate in good faith of the total amount of such Claim or Claims' (the bracketed words). The Court of Appeal, Civil Division, ruled, among other things, that the word 'Claim' in the bracketed words did not extend to an indemnity claim, as the defendants had contended. Accordingly, the court dismissed their appeal against the dismissal of their application for summary judgment on the claimants' indemnity claim, which arose out of two reviews required by the Financial Conduct Authority under s 166 of the Financial Services and Markets Act 2000.

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