Philp and another v Cook

Contract – Consideration. There had been no ambiguity in the wording of a particular clause of a share purchase agreement between the appellant sellers and respondent buyers. The Queen's Bench Division held that the effect the clause on its proper construction was plain: the words 'are not liable for a Claim unless' in the clause operated to extinguish the underlying claim, and not merely to bar the remedy of set-off whilst leaving the claim intact. Accordingly, the sellers' appeal was refused against a judge's refusal to award summary judgment in respect of a payment of a bank loan after the sale of the company to the buyers.

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