Presbar Diecastings v G W Atkins & Sons: what "new work" in an order book actually warrants

In a lengthy judgement handed down on 25 February 2026, HHJ Stephen Davies sitting as a High Court judge in the Business and Property Courts at Manchester resolved a substantial dispute arising from the 2020 sale of a high-pressure aluminium diecasting business. The case turns on a question that frequently arises in the sale of manufacturing businesses: when an order book included in an asset purchase agreement lists "new work" alongside established revenue lines, does the seller warrant the existence of legally binding purchase orders for that work?

The answer, at least on the facts of Presbar Diecastings Limited v G W Atkins & Sons Limited & C R Shield Holdings Limited [2026] EWHC 399 (Ch), is no — not automatically, and not where the order book's own language signals otherwise.

Presbar sold its assets, goodwill, and customer relationships to Atkins under an Asset Purchase Agreement in August 2020 for a stated purchase price of £2,275,538, with instalments payable over 24 months. Atkins paid only the first instalment. It sought to justify non-payment through counterclaims for breach of warranty, principally attacking the "new work" entries in Schedule 6 — the order book — on the basis that no series production purchase orders existed for those items.

The order book identified new work from customers SMR, Thorn, Parker, and Lemac, with values ranging from £200,000 to over £1.49 million annually. Crucially, the cell adjacent to the new work total read "expected sum of new work (tools with us or imminent)". Two further entries below the line referred to projects where tooling orders had been placed but start of production remained months away.

The judge found that, read against the commercial background known to both parties — namely the established sequence in series production diecasting of tooling order, tooling manufacture, sample approval, and only then series purchase order — those qualifying descriptors carried real legal weight. They were not mere status updates. They signalled, objectively, that no series production purchase order had yet been placed and that none was warranted. The definition of "order book" as a "list of uncompleted orders" could not override what the schedule itself made plain.

This reasoning has practical significance beyond the diecasting sector. Where a schedule to an asset purchase agreement is prepared by the parties themselves rather than their lawyers, and where that schedule includes language that qualifies or contextualises individual entries, courts will endeavour to give that language purposive effect. A mismatch between a definition in the body of the agreement and the actual content of the schedule will not automatically resolve in favour of the broader contractual definition.

The judgement also addresses damages quantification on the assumption (contrary to the court's findings on liability) that the new work warranties had been breached. Applying the standard warranty of quality measure — the difference between the as-warranted and in-breach values assessed by reference to the hypothetical willing buyer with knowledge of the true position — the court would have awarded £245,000, not the several hundred thousand pounds more that Shield sought by reference to its own contemporaneous valuation exercise. That exercise, the judge found, was a negotiating tactic rather than a reliable open market valuation.

Separate counterclaims relating to a confidential rebate arrangement with SMR, alleged non-disclosure of a 100% pre-delivery inspection regime, an elevated scrap rate, and various machinery defects largely failed, either on liability or on quantum. A claim under the scrap metal contract succeeded in the modest sum of £6,809.

Presbar recovered substantially all of the unpaid purchase price, with deductions for established counterclaims totalling £7,059.

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