Contra proferentem and notice requirements

Nobahar-Cookson v The Hut Group Ltd [2016] EWCA Civ 128, 22 March 2016

A claim was brought by the buyers of a company against the seller for breach of warranty, but the sale and purchase agreement contained an ambiguous contractual time limit for bringing warranty claims, such that the claim must be brought “as soon as reasonably practicable and in any event within 20 Business Days after becoming aware of the matter”. The question was whether the contractual time limit ran from the buyer’s awareness of the underlying facts, or from the buyer’s awareness of the claim.