The Plaintiff claimed damages from the Defendants for the alleged breach of a warranty in a written share sale agreement (SSA). On 1 July 2011, a new company Impirical Pty Ltd (“the Company”) was incorporated with the Plaintiff and Defendants as directors and shareholders. On 14 May 2015, the Plaintiff sold his shareholding in the Company to the Defendants by way of a written SSA. Seven months after the completion of the sale, the Company’s shares were listed on the Australian Stock Exchange (ASX).
The Plaintiff contended that the Defendants breached cl 9(a)(i)(A) of the SSA, by which the Defendants warranted that they had not withheld from or failed to disclose to the Plaintiff any material information in relation to the shares. There was also a further issue as to whether the Defendants’ conduct was misleading or deceptive pursuant to s 18(1) of the Australian Consumer Law (ACL), and whether the Plaintiff suffered loss as a consequence of the Defendants’ misleading or deceptive conduct. At trial, the Plaintiff valued his damages at $48,080,787.00 and claimed for the recovery of alleged loss or damage pursuant to s 236 of the ACL.
The Supreme Court (Bradley J) concluded that the Plaintiff’s claim should be dismissed and judgment should be entered for the Defendants. His Honour found that the Plaintiff could not have suffered loss or damage by reason of the non-disclosure.
Bianca Kabel (led by M Martin QC) appeared for the Plaintiff, instructed by Mills Oakley.
Michael Trim (led by G Thompson QC) appeared for the Defendants, instructed by McCullough Robertson.