cases to include

Question 1

Infiniteland v Artisan (2005)
(use in case study if very specific contractual terms about what counted as disclosure)

Answer 1

In this case, there were very specific contractual terms about what counted as disclosure (documents to accountants, etc.) that is why the Court of Appeal said: “we’ll respect what the parties agreed; the disclosure standard depends on the contract wording”.

Thus if the SPA says “anything in the accounts or given to accountants counts as disclosure,” then that’s valid — even if the Buyer doesn’t actually notice the problem.

This case is useful for both sides.

Seller: The case shows that courts will enforce whatever disclosure standard the SPA sets. If the SPA says information in accounts or given to accountants is “deemed disclosed,” then even vague or buried disclosures can protect the Seller. Very Seller-friendly standards of disclosure are general/deemed disclosure, constructive knowledge. The Seller can negotiate for “light touch” disclosure wording — e.g. “all documents provided to the Buyer or its advisers are deemed disclosure.” This minimises their risk of the seller facing later warranty claims. The seller can use infiniteland to argue “the courts will respect the contract. Let’s agree looser disclosure obligations, otherwise we risk unnecessary disputes.

Buyer: The case highlights the dangers of vague disclosure wording. The Buyer should push for strict wording — e.g. “disclosure must be clear, accurate and sufficiently detailed.” Buyers should use Infiniteland as a negotiating mechanism to push for tighter warranties wording and tighter specific disclosure standards, ensuring they either get clarity upfront or a strong warranty claim later.

Question 2

Levison v Farin (1978) (use in case study if there is an absence of contractual terms/ too vague contract terms in the SPA about what counted as disclosure)

Answer 2

In this case, there is an absence of disclosure wording in the SPA/ too vague disclosure wording in SPA (e.g: “There may be some claims or disputes in relation to the company’s business, but none of material significance”) (e.g:The company is occasionally subject to customer complaints and potential legal claims) (e.g:there may be some claims outstanding), the court will apply a standard: “disclosure must be fair, clear and accurate.” So if there is an absence of disclosure wording then Levison v Farin’s “fair, specifc, clear and accurate” standard of disclosure will apply.

Buyer:
Buyer should push to use Levison v Farin as even if something was technically “disclosed,” if it wasn’t clear enough, the Seller could still be liable. Veranova Bidco v Johnson Matthey (2025, a case in which Ls repusented Vernaova reinforces Levison v Farin.

Seller: Vague disclosure is risky for the seller based on Levison v Farin so if seller wants protection, the seller needs to negotiate the SPA to say that “general” or “deemed” disclosure is acceptable (which Infiniteland later shows courts will respect). This is why, commercially, Seller should push for Infiniteland-style general disclosure wording, which shifts the risk back onto the Buyer.

Question 3

what counts as too vague in Levison v Farin

Answer 3

1)It doesn’t identify the nature of the claim (who’s making it, what it’s about).
2)It doesn’t specify the scope (value of the claim, potential outcome).
3)It’s misleading, because it suggests something trivial when in fact there might be a serious piece of litigation.

Question 4

Veranova Bidco v Johnson Matthey (2025) (supports Levison v Farin)

Answer 4

A really interesting recent case is Veranova Bidco v Johnson Matthey (2025), where Ls actually acted for the Buyer, is a great modern example of why disclosure drafting in SPAs is so important. In this case it was found that even a draft disclosure letter can give rise to to a misrepresentation or deceit claim against the seller, if it contained misleading statements.

Buyer: For Buyers, this case underscores the need for clear, precise disclosure obligations in the SPA: they want to ensure that Sellers cannot hide risks in vague wording or rely on ‘deemed disclosure’ clauses. Accurate and specific disclosure allows Buyers to assess the target company properly and protects them from later claims that critical issues were omitted.

Seller: For Sellers, the case highlights the flip side: vague or misleading disclosures can create liability, even if the SPA has broad disclosure clauses. It demonstrates that Sellers need to be careful not to mislead the Buyer, and to negotiate disclosure standards that provide protection, for example by clarifying what counts as ‘deemed disclosure’ or by limiting liability for certain known issues.