Professions and Financial Lines Brief - latest decisions October 2025

A roundup of the latest court decisions touching on the following issues:

Breach of warranty; the interpretation of “any one loss” and how conditional arbitration clauses interact with ongoing BI claims and, clarification on the flexibility of economic torts.

Court clarifies interaction between warranty & indemnity claims in share purchase agreements

Learning Curve (NE) Group Limited v Richard Huw Lewis & Melanie Probert [04.08.25]

This recent decision concerned a claim for breach of warranties in a Share Purchase Agreement (SPA).

The dispute arose from an SPA entered into in October 2021, under which Learning Curve (NE) Group Limited (LCG) acquired the entire issued share capital of AP Cymru Limited (the Company) from its founders. The Company provided education and training courses for young people, including military preparation programmes, and was primarily funded by the Education and Skills Funding Agency (ESFA), acting on behalf of the Department for Education.

Following completion, LCG discovered that the Company had breached ESFA funding rules by overclaiming more than £1 million. LCG subsequently brought proceedings against the Company, alleging breaches of multiple warranties.

LCG claimed damages for breach of warranty, with the loss assessed as the difference between:

1. The value of the shares as warranted (“Warranty True Value”).
2. Their actual value (“Warranty False Value”). 

The Company’s value was assessed using a multiple-based method - its maintainable EBITDA multiplied by an appropriate multiplier.

The Company denied liability, raising several defences. It argued that:

1. LCG’s notice of claim failed to comply with contractual requirements as to content and timing;
2. A specific indemnity in the SPA concerning overclaimed funding excluded or displaced the warranty claim;
3. They lacked knowledge of any breaches, which the purchaser allegedly possessed; and
4. No actionable loss had been suffered, as a hypothetical buyer would not have adjusted the valuation.

The court rejected the Company’s arguments. HHJ Russen KC held that the warranty claim was not precluded by the indemnity, noting that the SPA’s “double claims” clause prevented only double recovery, not pursuit of the warranty remedy itself. The High Court ruled in favour of the claimant, awarding £5,211,625 in damages for breach of warranty under the SPA, matching its Part 36 offer.

This judgment confirms that an indemnity will not necessarily exclude parallel warranty claims, particularly where the SPA allows both remedies to co-exist up to the agreed cap, and highlights the importance of precise drafting and solid valuation evidence in SPA disputes.

Authors: Myriam Leslie Bamba and Aron Cheung

High Court addresses further preliminary issues in Bath Racecourse COVID-19 BI claims

Bath Racecourse Company Ltd & Ors v Liberty Mutual Insurance Europe SE & Ors [22.07.25]

Here, the High Court delivered a further judgment in this ongoing COVID-19 business interruption (BI) dispute. This decision follows earlier appellate rulings on composite policy limits and related preliminary issues.

The principal matters addressed by the court included the application of “any one loss” limits under the composite policies and the operation of the arbitration clause, with focus on policy operation as claims progress.

As to the meaning of the £2.5m limit of the composite policy, the court concluded that the “any one loss” limit is intended to apply for each “relevant measure or action” (i.e. actions which imposed or materially increased restrictions on the claimants’ use of their facilities) and per premises owned or operated by the claimants (i.e. per racecourse, hotel or golf course).

The court did not find in favour of insurers’ (defendants) submission that the arbitration agreement applied to the determination of quantum once issues of liability, construction and/or law were resolved. It was instead held that the arbitration agreement only operates if, at the point at which the claim would be brought, the preconditions for arbitration have been fulfilled. If these preconditions are not met, the English court in this case would retain full jurisdiction. This confirmed that the claimants’ current proceedings were properly initiated in the English court and could continue to a final resolution without being moved to arbitration.

The decision also considered the practical effect of this approach. Even where coverage disputes might later be resolved or admissions made by insurers, the arbitration clause will not activate after proceedings have commenced. The court rejected suggestions that the current proceedings would need to terminate after preliminary issues and be restarted purely to determine quantum, noting that such an outcome would be unrealistic and contrary to the parties’ contractual rights.

Finally, while the court acknowledged that the parties could agree, in the future, to arbitrate specific issues, the current proceedings, including the claimants’ entitlement under the policy, could continue in the English court. Quantum matters remain to be determined but will form part of these proceedings rather than being separated into a new arbitration process.

This judgment provides clarity on both the interpretation of “any one loss” in the context of BI claims, and how conditional arbitration clauses interact with ongoing BI claims, confirming that properly commenced court proceedings are not displaced and that claimants can pursue their claims to final resolution in an English court.

Authors: Simran Bhandal, Brendan Kennedy

Related item: Complex casualty: coverage disputes - market insights April 2025

Unlawful Means Tort: High Court Broadens the Horizon

Vanquis Bank Ltd v TMS Legal Ltd [25.06.25]

The High Court provided clarification on the scope of the tort of unlawful means conspiracy in declining to strike out, or give summary judgment in respect of, Vanquis’ claim against TMS.

The claimant, Vanquis, is a bank which specialises in “second chance” lending to borrowers with adverse credit histories.  The defendant, TMS, is a firm of solicitors, experienced in filing financial mis-selling claims for its consumer clients. TMS had filed a significant number of claims against Vanquis to the Financial Ombudsman Service (“the FOS”) on the basis that Vanquis had provided unaffordable credit to its clients, in breach of regulatory obligations. 

Vanquis brought a claim against TMS alleging that TMS had submitted tens of thousands of unauthorised or poorly evidenced complaints to the FOS, advanced without proper client instructions or adequate investigation. Vanquis alleged that TMS’s actions were deliberately designed to cause it economic harm, and that TMS was liable to Vanquis for causing it loss by unlawful means.

TMS applied for strike out/summary judgment and argued that the tort of causing loss by unlawful means was confined to competition or labour disputes and could not apply in this context. The Judge confirmed that the tort is not confined to competition or labour disputes and can apply where unlawful conduct interferes with third-party relationships and foreseeably causes loss. The court emphasised that extending the principles to this setting did not represent a novel development in the law but rather a consistent application of established principles. Vanquis’s pleaded case was therefore arguable and TMS’s application was unsuccessful.

The court’s reasoning highlights three key themes:

1. Scope of the tort: The unlawful means tort can extend beyond competition or labour disputes to professional or claims-management contexts causing foreseeable loss.
2. Elements of the tort: The court reaffirmed that the tort requires unlawful acts that interfere with a third party’s freedom to deal with the claimant, an intention to cause loss, and resulting financial damage. Vanquis’s pleaded case was held to meet the arguability threshold of these elements.
3. Professional risk: The ruling emphasises that firms handling mass complaints must ensure proper authorisation and evidence to avoid exposure to liability and regulatory scrutiny.

This decision provides important clarification on the flexibility of economic torts. It further evidences that solicitors/claims operators involvement in volume claims can give rise to tortious liability, and the merits of such claims should be carefully considered. The decision is currently under appeal.

Authors: Anaïs Doyle, Remi Brookes-Coker