Defective notice resulted in failure of warranty claim

Share sale agreements usually contain warranties from the sellers relating to the business being sold. If one of those warranties subsequently turns out to be untrue, the buyer should be able to bring a claim for breach of warranty against the sellers. But the agreement will also contain a number of other provisions setting out the mechanics of bringing that claim and the sellers’ liability in relation to it.

In Zayo Group International Limited v Ainger and others [2017] EWHC 2542 (Comm) the sellers were a private equity fund plus seven members of the management team, or vendors. The commercial warranties were only given by the management vendors.