Dispute over share sale in IT company resolved by the court due to warranties' violation in the deal
In a significant court ruling, a special purpose vehicle (SPV) named Atten Bidco has won a substantial warranty claim against Tisski's former owners. The case was heard in the High Court in Birmingham, UK, in September 2025.
The dispute arose from the sale of IT consultancy Tisski Limited, which was negotiated and completed under a Share Purchase Agreement (SPA) supported by extensive warranties and a disclosure letter. The claim was based on breaches of warranties over key contracts and overstated accounts by Tisski's former owners, led by its founder Anna Assassa.
The claim involved three tranches, all of which were upheld by Judge David Worster on September 16, 2025. The largest component of the damages was £2 million for the NAO contract. The Aquila claim also succeeded, with damages of £312,000 assessed. The MoD claim was upheld for the full £90,000. In total, the court awarded £2.4 million in damages to Atten Bidco.
The case rested on three key warranties in the SPA. These included a promise that Tisski was not party to any contract that could only be completed late or with excessive cost or effort. Another warranty involved a promise that the company had not lost, and was not likely to lose, any significant customers in the run-up to completion. The third warranty related to the accuracy of the locked box accounts: the sellers warranted that these accounts gave a true picture of Tisski's assets and liabilities as at 30 June 2022, without misstating or omitting items.
The court found that the deal for the NAO contract could not "readily be fulfilled [...] without undue or unusual expenditure of money or effort". Tisski's failure to disclose serious problems with major contracts and misstated financial position were also found to be breaches of warranties.
George Spalton KC and Will Cook of 4 New Square Chambers represented Atten Bidco, while Noel Casey KC of 7KBW represented the defendants. The judge emphasized that warranty damages are compensatory, not punitive, and must "reflect the bargain struck, not compensate for disappointed expectations".
The awarded damages were far short of the amount sought by Atten Bidco. The claim was made by Atten Bidco, a subsidiary of IT services company Node4, which had acquired Tisski to strengthen its public sector business and Microsoft consultancy credentials. The dispute marks a significant setback for Tisski's former owners, particularly its founder Anna Assassa, who was involved in the legal case where she and other former shareholders were held liable for £2.4 million over a misleading sale of the company.
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