Buyer’s knowledge meaning

Original news Mr K (CAS-44560-Q1C8)—12 September 2025 Summary The Pensions Ombudsman upheld a complaint concerning a scheme’s inadequate due diligence on a high-risk investment. The professional trustee was found to have breached both common law and statutory duties by committing funds to storage pods and airport parking. As the investments lacked diversification and were overly speculative, no reasonable trustee would have proceeded. The determination underscores that a professional trustee can be accountable for investment losses even where the member was heavily engaged in making the decision... What were the facts? Mr K was a member of the Blick-Horsham Limited Executive Pension Scheme (the Scheme), a small self-administered scheme (SSAS). The Scheme’s trustees were Rowanmoor Trustees Limited (RTL) and Mr K. He proposed investing in storage pods and airport parking via Store First Limited (Store) and Park First Limited (Park). In February 2015, RTL warned Mr K that the proposed investments featured a two-year break clause and advised him to consider how a replacement tenant might be...

Seddon v Driver and Vehicle Licensing Agency [2019] EWCA Civ 14, [2019] All ER (D) 139 (Jan) What are the practical implications of the judgment? The Court of Appeal in Seddon v Driver and Vehicle Licensing Agency held that the agency owes no duty of care to would‑be buyers of registered historic vehicles, notwithstanding knowledge that a car is being marketed and that questions have been raised about its identity and age. Of broader significance, and useful to practitioners generally, is Hamblen LJ’s succinct restatement of the factors the courts regard as pertinent when deciding whether to recognise a duty of care in claims for pure economic loss, providing a guide to the circumstances in which such a duty may, in principle, be imposed. What was the background? The respondent is an executive agency, sponsored by the Department for Transport, tasked under the Vehicle Excise and Registration Act 1994 (VERA 1994) with registering and licensing drivers and vehicles across the UK, and with collecting vehicle excise...

In this Practice Note, receivers, administrators and liquidators will, for ease of reference, be referred to together as Insolvency Practitioners (IPs). Speed of the essence In almost every receivership or insolvency disposal, speed is paramount once a sale is agreed, and there is often intense pressure on every party and their advisers to exchange contracts and complete within the shortest feasible timeframe. In an administration, if the sale constitutes a pre-pack, the agreement for sale and the transfer will typically be exchanged and completed immediately upon the administrator’s appointment (see Practice Note: Pre-packs—landlords’ issues and remedies). Where no pre-pack is contemplated, the administrator will nonetheless aim to realise the company’s assets and conclude the administration as swiftly and effectively as possible. An administrator’s appointment initially lasts for 12 months and cannot be extended without the leave of the court or the creditors, and the administrator is subject to a statutory duty to carry out their functions as quickly and efficiently as reasonably practicable. While a liquidator does not...

Practice Note This Practice Note sets out a summary of the contract governing the sale and purchase of shares in a private limited company (target), commonly also referred to as the share purchase agreement (SPA). An SPA formally captures the terms under which a buyer agrees to acquire from the seller(s) shares in the target’s capital (sale shares), whether that is the whole of the target’s share capital or only a partial stake. The buyer undertakes to pay the seller the price for the acquisition of the sale shares (consideration), and in exchange the seller passes legal title in the sale shares to the buyer (by executing a stock transfer form). This becomes effective on completion of the transaction (completion), which may take place when the SPA is signed or on a later agreed date (where completion is conditional, see further below). As the buyer obtains title to the sale shares at completion, it accordingly assumes all liabilities that attach to the target...

Warranty and indemnity and contingent risk insurance in distressed M&A transactions HWF undertook an in‑depth interview programme with 17 market insurers to produce a paper delivering insight and clear, extensive guidance on how warranty and indemnity (W&I) and contingent risk insurance are applied in distressed deals, mapping the solutions available and the key requirements to obtain strategic cover. What types of insurance cover are available for distressed transactions? For distressed transactions, three insurance options can be offered: Traditional W&I cover Traditional W&I cover can be used when: the seller and/or management provide warranties under the sale and purchase agreement (SPA) or a warranty deed (WD) the sellers give sufficient disclosure on the contents of the warranty suite in the SPA or WD a virtual data room or comparable document repository is available for review buyer due diligence (internal or external) has been completed addressing the scope of the warranties in the SPA Observations Traditional W&I...

Insert the following as new definitions (if not already included) in the definitions and interpretation clause of the share purchase agreement: 1 Definitions and interpretation Fairly Disclosed — means [ wholly, ] fairly [ and precisely ] disclosed [ (specifically relating to the subject of the Warranty and without leaving out any fact that could make the Warranty, and the disclosure, untrue, inaccurate or misleading) ] [ in a way and with such detail as to permit a buyer to reach a clear, informed and accurate evaluation of the relevant facts, matters or circumstances OR with adequate detail to enable a buyer to recognise the nature and extent of the matter disclosed ] ; Warranties • ...

Add the following as additional definitions (where not already present) within the definitions and interpretation clause of the share purchase agreement: 1 Definitions and interpretation Fairly Disclosed means [ fully, fairly and accurately ] disclosed [ (relating specifically to the subject matter of the Warranty and without omitting any fact which may render the Warranty and the matter disclosed untrue, inaccurate and misleading) ] in such a way, and with such detail, as to enable a buyer to make a clear, informed and accurate assessment of the relevant facts, matters or circumstances; Warranties means the warranties [ and representations ] set out in Schedule [ insert number ] and Warranty means any one of them; Warranty Claim means a claim (for damages, compensation or any other relief) by the Buyer under any Warranty in respect of any event, matter or circumstance that is inconsistent with, contrary to, or involves, relates to or otherwise constitutes a breach of any of the Warranties, and Warranty Claims...

WARNING These model replies to enquiries are offered solely as a framework and a starting aid for a Seller preparing bespoke responses. They are neither recommended, exhaustive nor definitive, and must not be adopted without careful thought and tailored alteration for the specific deal. As replies to enquiries form part of the contract, it is crucial they are precisely adapted to the matter at hand and contain no inaccurate or off‑hand remarks. Avoid stock phrases, for example ‘Not to the Seller’s knowledge’, unless the Seller has actively sought a fuller answer. Using such wording carries an implied assertion that the Seller has made reasonable enquiries about the issue raised. Emphasise to your client the necessity of scrutinising draft replies with great care and, where appropriate, involving managing agents and property managers. If statements given in replies prove to be wrong, whether intentional or not, the Buyer may pursue the Seller for misrepresentation, which could lead to a claim for damages or even rescission of the contract...