The High Court gave judgment on 30 November 2012 in Sycamore Bidco v Breslin & Anor (on Bailii here). The lengthy, detailed judgment on this MBO transaction gone wrong (Dunedin were the private equity investor) discusses amongst other matters:
- Whether the warranties in the SPA were also representations (and if so, the differing measure of damages);
- Whether the knowledge of directors of the Target should be attributed to the Purchaser (given that those directors became directors of the Purchaser); and
- The calculation of damages for breach of warranty, including whether, despite a warranty breach, there was any loss at all.
The judgment is interesting principally for its narrative of how Dunedin went about assessing the transaction and for its careful consideration of how the Target was (or should have been) valued.