Geri Halliwell (far right) departed from the band shortly after this picture was taken of the girls promoting the Spice World Tour.
counterparty that had signed up to a joint venture promoting that software might argue that, as the application was not fit for purpose, the company had failed to deliver on its part of the obligations under the contract.
In these cases, as in the SGL case, whether or not this amounts to a breach will turn on the precise wording of the contract. In general the courts will only find a breach in these situations where the contract is absolutely clear as to the specification of what is required. The courts are prepared to enforce a bargain on the parties who make it, but they have to be clear that the aggrieved party was in fact contracting on the basis of that exact specification and no other. AWS could not prove that, on the language of the Contract.
Breach of Warranty
Having been defeated on the argument that Geri’s departure constituted a breach of a term of the agreement, AWS then attempted to argue that it was a breach of a warranty. Warranties are statements in a contract that a party makes about themselves, or their products or their affairs. The operative language around the giving of warranties will tend to be that the warranties are, as at one or more specified dates, true, accurate and not misleading – where that is not
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the case, the party to whom the warranties are given will be entitled to sue for damages.
AWS’s case here was made more difficult by the fact that there was no such warranty written in the contract. Their argument was that the law should imply that there was a warranty given as to who the members of the group would be, just as the law implies warranties as to specifications of products into certain other types of contract. Again, the judge’s view was that the loose language that the contract used to define the “Spice Girls” ran contrary to this argument – in effect the judge ruled that what AWS had contracted for was the “Spice Girls”, rather than any particular configuration of them.
An entrepreneur’s failure to disclose some material fact will, most often, constitute a breach of warranty. Warranties in agreements, particularly in acquisition or investment agreements, are designed to cover all of the significant aspects of a company’s organisation and business that could matter to the recipient of the warranties. It is rare that a fact of any material importance could arise, and be known at the time by the people giving the warranties, without the warranties having been breached. In the SGL case the idea that one of the band members would leave was simply beyond what the parties had contemplated, but
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