Sophie Brookes and Debbie Shaw examine validity of email communication in company sale in Inspired Education Online, ‘just and equitable’ winding up decision in Dosanjh, and unauthorised documents filed at Companies House in Hasan
Was an email a valid objection to draft completion accounts?
The High Court has held that a requirement in a completion accounts mechanism for the seller to ‘notify’ the buyer if it disputed the buyer’s draft accounts did not engage the formal notice provisions of the sale agreement.
As a result, the seller’s dispute notice had been validly served despite not being sent to the individual specified by the buyer in the formal notice clause.
Facts
This case (Inspired Education Online v Crombie [2025] EWHC 1236 (Ch)) arose out of the acquisition of a target from an individual seller who was also the target’s founder, sole director and CEO.
Under the sale agreement, the consideration was to be verified and, if necessary, adjusted via a completion accounts mechanism.
