Goodwill hunting

An example of loose drafting of a warranty liability exclusion clause in a share purchase agreement

A remotely interesting case

This 2020 Privy Council case was about the basis on which you work out how far you can go when working out for what kinds of losses you can claim damages when there is a breach of contract, before they have to be treated as irrecoverable because they are too remote.

Can someone who breaches a contract receive credit for a benefit received by the other party?

Nov 2017 A cruise ship, the New Flamenco, was chartered under a contract until November 2009. The charterer wrongly thought they could return the ship in October 2007. The owner sought damages for this breach. At about the same time the owner also sold the ship for over US $23.5m. Two years later in November 2009, when the ship had been due to be returned under the contract, it was only worth US$7m – largely because of the financial crash. So the owner was $16.5 million better off as a result of selling in 2007 rather than in 2009 – considerably more than the $7.5m of lost profits it was claiming in damages. Should the court have taken this into account and given credit for this $16.5m benefit in calculating the damages, so that the damages would have been nil? What did the court say?...