![]() ![]() This claim was rejected by the judge on the basis that DMH had disclosed that this contract had been historically unprofitable and would continue to be so unless its terms were re-negotiated.In determining damages, the judge rejected DMH's argument that claims framed by reference to warranties in an SPA should be treated as a breach of contract only and not as misrepresentation. ![]() The judge upheld the claim on the basis that the representations made by DMH that Volante was up-to-date with its corporation tax payments were false and dishonestly made.A contract with one of Volante's customers, Alstom, was loss making and contrary to DMH's warranty that it was not party to any loss-making contracts. The judge disagreed and in upholding Invertec's claim, stated that such a construction "would substantially deprive the warranty of effect and would make no commercial sense".Volante's corporation tax liability with regard to the financial year ended June 2004.ĭMH had represented that this sum was lower than it actually was and had failed to make any disclosure against the relevant warranty in the SPA. Invertec claimed that in fact, Volante was unable to pay its debts as at 6 October 2005, that DMH knew this before entering into the SPA and that such warranty was false and dishonestly made.ĭMH contended that the true construction of the warranty was that it was "merely a warranty that it has not been proved to the satisfaction of a court that Volante is unable to pay its debts as they fall due". ![]() In the SPA, DMH warranted that Volante was not unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986. No disclosure as to the reclassification of sales in the management accounts was made to Invertec.Volante's solvency. The High Court upheld this claim on the basis that Mr De Mol and his financial advisor, Mr De Wit, had clearly altered the bases of the July and August accounts by re-classifying 'factored' sales as 'in-house' sales - the effect of which was that Volante's results were more consistent with the sales projections in the budget provided to Invertec. Invertec alleged that, contrary to DMH's warranty, the monthly management accounts disclosed to them were not prepared in good faith nor on bases consistent with the management accounts for the year ended 30 June 2005. The alleged fraudulent misrepresentations were as follows:Volante's management accounts for July and August 2005. Invertec commenced proceedings claiming that it had been induced to enter into the transaction by a number of fraudulent misrepresentations made by DMH and Mr De Mol which subsequently became warranties in the SPA. Volante was eventually placed in to administration in December 2006. Mr De Mol was a director of DMH and its sole shareholder.Īlthough the transaction only completed on 6 October 2005, Invertec had, by the end of October 2005, injected a further £270,000 into the company to keep it afloat and by the end of December 2005, this figure had increased to £532,000. Invertec (the claimant) and De Mol Holdings BV (DMH) entered into an agreement (SPA) for the sale and purchase of the entire issued share capital of Volante Public Transportation Interior Systems (Volante). De Mol Holdings BV (1) and Henricus Albertus De Mol (2) provides useful guidance on the circumstances in which a purchaser can make a claim for fraudulent misrepresentation under a share sale and purchase agreement. Peek)occurs when the representor had reasonable grounds for believing that his or her false statement was true.Raymond Njanike ( Interfin Bank MD) ,Farai Rwodzi ( Interfin Chairman) and Interfin Banking Corporation have been advised and warned that their take over over Century/cfx Bank was illegal and irregular and is being challenged in high court under high court case HC-6244-04.Below is a related and relevated case which Raymond Njanike ( Interfin Bank MD) ,Farai Rwodzi ( Interfin Chairman) and Interfin Banking Corporation must read ,study and learn from. The fact that Raymond Njanike ( Interfin Bank MD) ,Farai Rwodzi ( Interfin Chairman) and Interfin Banking Corporation continue to mislead investing public and regulatory authorities about the legality of thier illegal action shows fraudulent intent on the part of Raymond Njanike ( Interfin Bank MD) ,Farai Rwodzi ( Interfin Chairman) and Interfin Banking Corporation.Īt law generally Innocent misrepresentation (Derry v. ![]() Fraud by Raymond Njanike,Farai Rwodzi & Interfin Bank against ENG Capital cant go undocumented - 5 of 5īy Gilbert Muponda on Thursday, Novemat 4:35pm ![]()
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