The recent High Court decision in Zedra Trust Company (Jersey) Ltd and anor v The Hut Group Ltd anor v The Hut Group Ltd [2019] EWHC 2191 (Comm) is a useful reminder of the benefits of explicit contractual drafting in relation to parties' information rights under commercial agreements.

The dispute arose in the context of a sale of the entire issued share capital of the target company, Cend Ltd, by Zedra to the Hut Group. The Sale and Purchase Agreement contained a contractual review and adjustment mechanism regarding the consideration due to Zedra, and Zedra demanded sight of a subsequently prepared auditors' report which would be applicable to the operation of that mechanism. The Buyer – who had instructed the auditors, albeit at Zedra's request and expense – refused to disclose the complete report, providing Zedra only with short extracts.

Zedra challenged the Buyer's position, requesting sight of the auditors' work product as well as related correspondence and documents.
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