In a recent case, Nobahar-Cookson & Ors v The Hut Group Ltd, the Court of Appeal considered whether a buyer's warranty claim under a share purchase agreement was time-barred by a contractual limitation period for notifying claims, which required the buyer to serve notice of the claim within "20 Business Days of becoming aware of the matter".
The Court has interpreted the provision and in particular the meaning of “becoming aware of the matter” not strictly applying the contra proferentem principle, but ruling that ambiguities in an exclusion clause can properly be resolved by having recourse to the narrower of the available interpretations, if a linguistic, contextual and purposive analysis of the disputed clause does not resolve the issue with sufficient clarity.
On the merits, the Court has interpreted “aware of the matter” as awareness that there was a proper basis for the claim.
This decision is a clear illustration of the importance of clarity in drafting acquisition agreements and particularly provisions in respect of warranty claims. If there is any ambiguity in the drafting of those provisions, the scope for a dispute is substantially broader.
The decision is attached.