Contract

The Supreme Court dismissed an appeal by Capita Insurance Services Ltd (Capita), which concerned the true construction of an indemnity clause in a sale and purchase agreement (SPA), entered into by the parties for the purchase of the shares in a company by Capita. Capita had claimed, under the indemnity clause, in respect of compensation paid to customers who had allegedly been mis-sold insurance products or services by the company. The court held that, on the approach to contractual interpretation, Rainy Sky SA v Kookmin Bank [2012] 1 All ER 1137 and Arnold v Britton [2016] 1 All ER 1 were saying the same thing and that, on the true construction of the clause, and in circumstances where the indemnity clause fell to be assessed in the context of time-limited warranties, the Court of Appeal had been correct in declaring that the indemnity, under the clause, was confined to loss that arose out of a claim or complaint that had been registered with