MH Corporate

Thursday 13 July 2017

Kitcatt v MMS UK Holdings Ltd [2017 EWHC 675]

Think (about warranties) before you buy!

More often than not, warranties given by the sellers in a share purchase agreement attract the most attention. However, the case of Kitcatt v MMS UK Holdings Ltd demonstrates that buyers must also think carefully before giving any warranties to the sellers.

Background

Kitcatt Nohr Alexander Shaw (“Kitcatt”) was an advertising and marketing agency. The Claimants, being the shareholders of Kitcatt, entered into a share purchase agreement (the “SPA”) to sell the entire issued share capital of Kitcatt to the first defendant, MMS UK (Holdings) Limited (“MMS”),  which was a subsidiary of the second defendant, Publicis Groupe (“Publicis”). Publicis wanted MMS to acquire Kitcatt so that it could merge Kitcatt with another subsidiary, Digitas, creating KND.