Inspired Education v Crombie [2025]: Lessons for Warranty Claim Expert Evidence
The Case
Inspired Education Online Ltd v Crombie [2025] EWHC 1236 (Ch) was a significant SPA dispute heard before Mrs Justice Joanna Smith in the High Court (Chancery Division). The case concerned a warranty claim arising from an acquisition where the claimant alleged that financial warranties given by the seller were untrue.
Central to the dispute was the claimant's valuation expert evidence. The court found that this evidence was fatally undermined by three distinct failures in the expert's approach, instructions, and independence.
Failure 1: Instructions Inconsistent with Market Value Definitions
The claimant's expert was instructed on a basis that was not consistent with commonly used definitions of market value. Where instructions set up an improper analytical framework, the entire expert analysis is undermined regardless of the quality of the underlying technical work.
For instructing solicitors, this means reviewing the letter of instruction against standard market value definitions before the expert begins work. Instructions must align with how the court and the opposing expert will understand and apply valuation concepts.
Failure 2: Lack of Rigour in Approach to Evidence
The court identified a lack of rigour in the expert's approach to the evidence. This included insufficient analysis of contradictory materials and failure to address evidence that undermined the expert's conclusions.
Warranty claim experts must approach all available evidence systematically, not selectively citing only materials that support the instructing party's position. CPR Part 35 requires experts to consider all material facts, including those that might detract from their opinion.
Failure 3: A "Somewhat Partial Approach"
The court characterised the expert's approach as "somewhat partial", particularly in relation to sources relied on in the report. An expert who appears to advocate for the instructing party rather than provide independent analysis will have their evidence discounted or rejected entirely.
Genuine independence is not optional in warranty claim litigation. The Ikarian Reefer principles require experts to provide objective, unbiased opinions. A partial approach, as identified in Inspired Education v Crombie, is fatal to expert evidence.
Implications for Instructing Solicitors
Solicitors instructing warranty claim experts should: draft instructions consistent with standard market value definitions; ensure the expert has access to all relevant documents, including those unfavourable to the client's position; resist pressure to frame instructions in a way that predetermines the outcome; and select experts with demonstrated independence and prior court acceptance in M&A disputes.
The Inspired Education v Crombie decision is the clearest recent judicial statement on what warranty claim experts must avoid. Expert quality is not a secondary consideration in M&A litigation. It is decisive.
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