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ARTICLE · 17 SEPTEMBER 2012

Time Is Up - Contractual Notice Provisions

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The UK Commercial Court examined the notice provisions in a share purchase agreement ("SPA") between the parties in the case of Ener-G Holdings plc v Hormell.

IrelandCorporate/Commercial Law
John O'Connor
John O'Connor
Yvonne Cunnane
Yvonne Cunnane
Andreas Carney
Andreas Carney
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The UK Commercial Court examined the notice provisions in a share purchase agreement ("SPA") between the parties in the case of Ener-G Holdings plc v Hormell1.  In a surprising decision, the court found that while the plaintiff's claim was time-barred due to the Court's construction of the notice provisions, the methods of service set out in the SPA were not deemed to be exhaustive.

Background

The SPA required that proceedings in respect of a claim to be issued and served on the vendor within 12 months of the notice of claim.

The SPA also contained provisions in relation to service and deemed service.  It was the construction and interpretation of these provisions that led to the preliminary hearing.  The SPA provided that notices "may" be served personally or by pre-paid recorded post.  It also provided that documents required to start legal proceedings could also be served in any other manner permitted by law. 

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