||All England Reporter
|| All ER (D) 135 (Apr)
|| EWCA Civ 516
||Court of Appeal, Civil Division
Patten, Pitchford and Kitchin LJJ
||David Wolfson QC and Conrad McDonnell (instructed by Taylor Wessing LLP) for the claimant.
||David Blayney (instructed by Clifford Chance LLP) for the defendant.
||25 April 2012
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.
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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