How Effective Are Bannerman Disclaimers?

Recently, the English High Court, by departing from its previous decision in 2015, refused a Defendant's strike out application in tort.

The Background - Amathus Drinks Plc & Others v EAGK LLP [2023] EWHC 2312 (CH)

The case involved the purchase of a Company (‘the Company') by the Claimants (‘the Buyers') under the terms of a Share Purchase Agreement (‘SPA'), which provided for the purchase price to be adjusted after completion based upon the Company's completion accounts.

The Claimants had instructed the Defendant accountancy firm (‘EAGK') to conduct financial due diligence. The same accountant company, EAGK, was also engaged to prepare the completion accounts to be used in adjusting the final purchase price pursuant to the SPA.