M&A Weekly Update — 14–20 February - .PDF file.
A contracting party not in existence when a misrepresentation was made could still rely on it.
The Supreme Court recently decided (Cramaso LLP v Ogilivie-Grant and others  UKSC 9) that a contracting party (Cramaso) had been induced to enter into a contract by a negligent misrepresentation, despite the fact that the LLP was not in existence at the time the misrepresentation was first made. The reasons in support of this were: a number of authorities supported the concept of a continuing misrepresentation, i.e. a representation made in the course of pre-contractual discussions that produced a misapprehension in the mind of the other party and continued to have a causative effect at the time the contract was concluded; and that it was possible ‘in principle’ that liability for a misrepresentation might continue where the identity of the party (to whom the misrepresentation had been made) changed…
Click on the link below to read the rest of the Macfarlanes briefing.