Crowley v Worley Limited [2022] FCAFC 33

FEDERAL COURT OF AUSTRALIA

Crowley v Worley Limited [2022] FCAFC 33 Appeal from: Crowley v Worley Limited [2020] FCA 1522

File number(s): NSD 1248 of 2020

Judgment of: PERRAM, JAGOT AND MURPHY JJ

Date of judgment: 11 March 2022

Catchwords: CORPORATIONS – representative proceedings – whether primary judge erred in not finding that respondent engaged in misleading and deceptive conduct –whether primary judge erred in not finding that respondent contravened its continuous disclosure obligations – relevant representor was the corporation and not the board of the corporation – knowledge of the board not determinative – inferences from facts as found – failure to call officers and employees – attribution of knowledge to a corporation – officer – meaning of "aware" – meaning of "information" – opinions are information – opinions that ought reasonable to have been formed are information – appeal allowed – remittal required

Legislation: Australian Securities and Investments Commission Act 2001 (Cth) ss 12BB, 12DA Competition and Consumer Act 2010 (Cth) Sch 2, ss 4, 18 Corporations Act 2001 (Cth) ss 9, 674, 677, 1041H

Cases cited: Australian Competition and Consumer Commission v Woolworths Limited [2019] FCA 1039 Australian Prudential Regulation Authority v Kelaher [2019] FCA 1521; (2019) 138 ACSR 459 Blatch v Archer (1774) 98 ER 969 Browne v Dunn (1893) 6 R 67 City of Botany Bay Council v Jazabas Pty Limited [2001] NSWCA 94; (2001) ATPR 46-210 Commonwealth Bank of Australia v Kojic [2016] FCAFC 186; (2016) 341 ALR 572 Fox v Percy [2003] HCA 22; (2003) 214 CLR 118 Grant-Taylor v Babcock & Brown Limited (In Liquidation) [2015] FCA 149; (2015) 322 ALR 723 Grant-Taylor v Babcock & Brown Limited (In Liquidation) [2016] FCAFC 60; (2016) 330 ALR 642 James Hardie Industries NV v Australian Securities and Investments Commission [2010] NSWCA 332; (2010) 274 ALR 85 Jones v Dunkel [1959] HCA 8; (1959) 101 CLR 298 Jubilee Mines NL v Riley [2009] WASCA 62; (2009) 40 WAR 299 Maloney v Commissioner for Railways (NSW) (1978) 18 ALR 147 Pancontinental Mining Limited v Posgold Investments Pty Ltd [1994] FCA 131; (1994) 121 ALR 405 Sykes v Reserve Bank of Australia [1998] FCA 1405; (1988) 88 FCR 511 The Bell Group Ltd (in liq) v Westpac Banking Corporation (No 9) [2008] WASC 239; (2008) 39 WAR 1 TPT Patrol Pty Ltd as trustee for Amies Superannuation Fund v Myer Holdings Limited [2019] FCA 1747; (2019) 140 ACSR 38 Warren v Coombs [1979] HCA 9; (1979) 142 CLR 531