Disclosures As Representations? High Court Examines A Misrepresentation Claim In Disclosure Letters.

In Veranova Bidco LP v Johnson Matthey Plc and Others [2025] EWHC 707 (Comm), the High Court considered whether a seller's statements in a draft disclosure letter exchanged during transaction negotiations could amount to fraudulent misrepresentation. The Court refused an application by the sellers for summary judgment or strike-out, concluding that the buyer's deceit claim had a real prospect of success.

The key issue was whether such disclosures, which are typically used to qualify warranties in a share purchase agreement (SPA), could also be actionable representations. The judgment left open the possibility that under certain factual circumstances, disclosures might indeed constitute misrepresentations.