Federal Court of Australia
CATCHWORDS CORPORATIONS LAW - private offer memorandum ("POM") offering shares in syndicate venture for purchase of brood mares - whether manner of issue of POM constituted an offer to the public - s.169 Companies Code (NSW) TRADE PRACTICES - failure to state in clear terms total amount for which syndicate investors liable - whether misleading or deceptive conduct - whether opinion of valuer as to value of bloodstock capable of constituting misleading or deceptive - whether reasonable grounds for valuer's opinion as to value of syndicate mares - whether provision of valuation to financier caused damage - s.52 Trade Practices Act 1974 (Cth) - s.42 Fair Trading Act (NSW). NEGLIGENCE - valuation of bloodstock - whether valuation relied upon at settlement - whether duty of care owed to the investors and the financier - whether negligent valuation causative of loss. FIDUCIARY DUTIES - promoters - conflict of interest - vendor of bloodstock acting as promoter of sale to syndicate purchasers - failure to disclose information as to previous sale price for bloodstock to purchasers - whether vendor owed fiduciary duty to purchasers to disclose previous sale prices - accountant adviser acting for vendor of bloodstock and promoter for syndicate - information as to previous sale prices not disclosed to investors - whether full and informed consent non-disclosure obtained - whether breach of fiduciary duty - whether equitable fraud by third party adviser. INSURANCE - professional indemnity insurance policy - construction of exclusion clauses - whether syndicate venture "operated or controlled" by insured firm - corporate manager granted management and control of venture by syndicate - partner of insured firm one of two directors on board of manager - meaning of "control" - whether de facto control of corporate manager sufficient - whether power of veto over corporate manager to be equated with control - whether provision by insured firm of venture "investment facility or service" - aggregate of claims in excess of maximum liability of policy - whether separate claims each accorded cover to maximum liability of policy. Companies Code (NSW) - s.169 Income Tax Assessment Act 1936 (Cth) - s.26(j) Fair Trading Act 1987 (NSW) - s.42 Law Reform (Miscellaneous Provisions) Act 1946 (NSW) - s.6 Trade Practices Act 1974 (Cth) - s.52
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