Where a share sale agreement provides for price adjustment by reference to defined accounts that the purchaser is obliged to procure, the adjustment mechanism cannot be triggered by alternative evidence of the relevant financial figures, however reliable. A statement that a business relationship is 'back on track' following resolution of a known dispute conveys only that the dispute has been resolved, not that the party can comply with all terms of a new agreement entered into as part of that resolution. A 37-day premium remittance term in an insurance agency agreement is unusual where the industry norm is 90 days, but breach of a warranty to disclose such unusual provisions sounds only in nominal damages where the unusual term was not causative of the loss claimed.
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