When it comes to contracts, the smallest details handled incorrectly can cause major issues, as this case covered below reveals. Read on to find out why you might want to seek professional advice regarding your commercial contracts.

In the recent High Court decision of Inspired Education Ltd v Tom Crombie [2025] EWHC 1236 (Ch), the court provided important clarification on the meaning of “written notice” in the context of a Share Purchase Agreement (also known as a SPA).

The decision offers valuable guidance for commercial lawyers and dealmakers when drafting documents for the sale or purchase of a business (or when drafting any other contract), and for buyers and sellers when navigating post-completion obligations.

Background

The dispute arose from a share purchase agreement, under which Inspired Education acquired the entire shareholding of a company from Mr Crombie.

The share purchase agreement required the buyer to prepare draft completion accounts following which the purchase price would be adjusted.

A key issue was whether the seller had validly objected to the buyer’s draft completion accounts. The share purchase agreement required the seller to “notify the Buyer in writing” if they disagreed with the accounts. If no such notification was given, the accounts would be deemed agreed.

The seller objected to the completion accounts by email. The buyer argued that this was invalid and so the completion accounts were to be deemed as agreed.

The buyer’s argument that the notification was invalid was based on the fact that it did not comply with the share purchase agreement’s formal notices clause. That clause specified how formal notices were to be served, including requirements for delivery and format.

The Court’s Decision

The High Court rejected the buyer’s argument. It held that the phrase “notify the Buyer in writing” did not require compliance with the formal notices clause. Instead, the court interpreted the clause in its commercial context, concluding that the requirement was satisfied by any form of written communication, including email, so long as it clearly conveyed the objection.

This interpretation was grounded in the principle that courts should avoid overly technical readings that undermine the commercial purpose of a contract. The judge emphasised that the SPA’s language referred to “any written notification” which suggested flexibility rather than formality.

Implications for Practice

This case serves as a reminder that:

• Not all references to “notice” in a contract invoke the formal notices clause.
• The commercial purpose of a clause will often guide its interpretation.
• Clear and consistent drafting is essential, especially where rights may be lost by failing to act or respond.

The takeaway from this case is clear: when drafting or reviewing SPAs when buying or selling a business, be explicit about whether a particular communication must comply with the notices clause. Ambiguity can lead to costly disputes.

If your business is entering into or reviewing its agreements, it’s worth taking a moment to ensure your notice provisions are watertight and that it clearly states what is required to be done. We’re here to help you navigate these nuances and protect your position from day one.

Need a second look at your contracts? Get in touch with our team for practical, commercially focused advice. Contact Rhys Millin or Owen Lloyd to learn more.