Source: All England Reporter
Publisher Citation: [2012] All ER (D) 135 (Apr)
Neutral Citation: [2012] EWCA Civ 516
Court: Court of Appeal, Civil Division
Judge:

Patten, Pitchford and Kitchin LJJ
Representation David Wolfson QC and Conrad McDonnell (instructed by Taylor Wessing LLP) for the claimant.
  David Blayney (instructed by Clifford Chance LLP) for the defendant.
Judgment Dates: 25 April 2012

Catchwords

Contract - Construction - Tax deed - Defendant agreeing to purchase entire share capital in a number of companies - Parties entering tax deed containing covenants and guarantees relating to tax matters - Calculations of net asset value failing to take into account tax overpayments - Claimant contending defendant required to seek to adjust tax reliefs - Judge finding defendant obliged to execute tax forms seeking to adjust tax position - Whether judge erring.

The Case

Contract Construction. The Court of Appeal, Civil Division, construed the terms of an agreement between the parties to the effect that the claimant had not been entitled to require the defendant to execute tax forms in order to re-allocate tax liabilities and reliefs following the completion of a sale and purchase agreement. Further, since the court had reversed a first instance decision, the defendant had been entitled to recover the financial benefits that the claimant had obtained from the order that had been set aside.

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