WOOD V CAPITA INSURANCE SERVICES LTD

[2017] UKSC 24, Supreme Court, Lord Neuberger, President, Lord Mance, Lord Clarke, Lord Sumption and Lord Hodge, 29 March 2017

Contract - Interpretation - Language - Context

The respondent was the majority shareholder and director of Sureterm Direct Ltd, which carried on business as a specialist insurance broker of motor insurance for classic cars. The appellant Capita was the purchaser of Sureterm under a share purchase agreement (SPA) dated 13 April 2010. The SPA contained an indemnity clause, on the interpretation of which the parties' views differed. Shortly after the purchase, following an internal review by Capita followed by a report to the FSA, Capita and Sureterm agreed with the FSA to compensate customers on the basis of mis-selling by Sureterm. The facts of that alleged mis-selling were not agreed in the present proceedings. In the proceedings, Capita sought compensation, alleging that it, Sureterm and Capita's other subsidiaries had suffered loss as a result of mis-selling or suspected mis-selling of insurance products in the period before the completion of the sale under the SPA.