• Citations

An SPA (Share Purchase Agreement) was signed in December 2003 between A and B; A being the vendor and B being the buyer. 
The earnest money was paid by B at the time of signing the SPA. A terminated the agreement in January 2005 citing various reasons. In April 2005, he sells those shares to C. The closing date of SPA was 21st June 2005. 
The computation for damages was done as of 21st June 2005. However, decisions have come to our notice in Motor Vehicle accidents, Land Acquisition matters and Medical Negligence, where the damages are computed as on the time of the date of passing the order. 
However, SPA being a matter of contract, we thought it would sharpen our case if we get pointed judgments, where corresponding and analogous awards are made in breaches of contract matters. 
Could you give us some citations in this regard as such citations would hit the nail on the head and which would clinch the matter for us? (For eg the issue in Satya Jain vs Anis Rushdie)
Asked 2 years ago in Civil Law from Margao, Goa
1) The general rule is that damages are assessed at the date of breach of contract.

2) Where the contract is one of sale of shares  B is entitled to seek compensation for loss suffered by him . assessment of damages is  as at the date of breach. 
Under a contract for the sale ofgoods, the measure of damages upon a breach by the buyer is the difference between the contract price and the market price at the date of breach.
 On a breach of contract to supply goods by the seller, the buyer is entitled to recover all the expenses of procuring same or similar goods. This was held by the Calcutta High Court in the case of Tata Iron& Steel Co Ltd v Ramanlal Kandoi (1971) 2 Cal. Rep. 493, 528.
3)  In case of non-deliveryof goods, the damages are fixed on the basis of the price prevailing on the date on whichdelivery is to be made, as was held by the Supreme Court in the case of Union of India v.
Jolly Steel Industries (Pvt) Ltd. (AIR 1980 SC 1346)

4) Clark v Macourt [2013] HCA 56 at [109] (Keane J). A vendor claiming damages assessed at a date later than “the date of breach” must demonstrate that there are particular reasons on the facts which would make it unjust to apply the prima face or “usual” measure of damages.”

5)English Court of Appeal in Hooper v Oates [2014] Ch 287: the correct date for assessment of damages for breach of contract is the date of breach only where there is an immediately available market for the subject matter of the sale.

6)  The general rule is that damages are assessed at the
date of breach of contract but “this rule is not universal” and “must give way in particular
cases to solutions best adapted to giving an injured plaintiff that amount in damages
which will most fairly compensate him for the wrong he has suffered”: Johnson v Perez
(1988) 166 CLR 351 at 355–6 ; 82 ALR 587 at 589 ; [1988] HCA 64. 


7) rules which constitute “useful guidance in the ascertainment
of damages” should not be treated “as rigid rules of universal application” incapable of
being “displaced or modified whenever it is necessary to do so in order to achieve a
result which provides reasonable compensation for a breach of contract without imposing
a liability upon the other party exceeding that which he could fairly be regarded as having
contemplated and been willing to accept: Wenham v Ella (1972) 127 CLR 454 at 466 ;
[1972–73] ALR 353 at 358; see also Amann Aviation at CLR 119; ALR 39. 

8)The general rule that damages are usually assessed at the date of breach of contract
does not mean that events that have occurred after that date may never be considered:
Wenham at CLR 473; ALR 365.
Ajay Sethi
Advocate, Mumbai
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1. A is entitled to the damage caused to him on the date of the breach of the contract,

2. A shall have to explain for the delay of 10 years in filing any claim, should he decides to claim the same legally before any court of law.
Krishna Kishore Ganguly
Advocate, Kolkata
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230 Consultations
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your case is strong on the facts narrated by you. If there is any breach of contract then A is entitled to the damage caused to him on the said date. However the huge delay caused on filling such a claim has to be explained. It is thereafter the discretion of the judge deciding how to proceed.
Shaveta Chaudhary (Sanghi)
Advocate, Chandigarh
821 Answers
60 Consultations
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