In a share sale agreement with both a general cash adjustment mechanism and a specific tax indemnity clause, the specific tax indemnity provisions may qualify the general cash adjustment so that disclosed provisions for pre-completion tax liabilities are excluded from the cash calculation. However, the exclusion depends on actual disclosure prior to completion. Where a contract clearly includes cash as a tangible asset, the consequence that cash is effectively counted at $1.50 per dollar through overlapping adjustment mechanisms does not constitute an absurdity warranting departure from the contractual text.
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