Archer Capital 4A Ltd as trustee for the Archer Capital Trust 4A v The Sage Group plc [2015] FCA 960

FEDERAL COURT OF AUSTRALIA

Archer Capital 4A Ltd as trustee for the Archer Capital Trust 4A v Sage Group plc [2015] FCA 960 Citation: Archer Capital 4A Ltd as trustee for the Archer Capital Trust 4A v Sage Group plc [2015] FCA 960

Parties: ARCHER CAPITAL 4A LTD AS TRUSTEE FOR THE ARCHER CAPITAL TRUST 4A (ACN 123 463 749) AND OTHERS NAMED IN SCHEDULE 4 v THE SAGE GROUP PLC

File number: NSD 1992 of 2011

Judge: FARRELL J

Date of judgment: 28 August 2015

Catchwords: CONTRACTS – informal sale process for high value company involving multiple bidders – offer letters by bidders – bidder sent letter described as "Final Offer" – letter expressed to be "subject to contract" – conditions set out in "Final Offer" letter – whether email appointing bidder as "preferred bidder" constitutes acceptance of "Final Offer" – "preferred bidder" a UK listed public company – whether binding agreement formed – work undertaken to satisfy conditions set out in "Final Offer" letter – where bidder sought to reduce purchase price or subject deal to shareholder approval prior to execution of share sale agreement – whether bidder's conduct repudiated contract – where company sold to another bidder – whether persons participating in negotiations had authority to bind parties to agreement – whether offer accepted by handshake meeting – whether offer accepted by conduct CONSUMER LAW – where "Final Offer" letter sent by bidder – whether Final Offer letter and statements conveyed representations – whether bidder did not have reasonable grounds for representations with respect to future matters – whether representations misleading or deceptive – claimed contraventions of s 18 of sch 2 of the Competition and Consumer Act 2010 (Cth), s 12DA of the Australian Securities and Investments Commission Act 2001 (Cth) and s 1041H of the Corporations Act 2001 (Cth) ESTOPPEL – promissory estoppel – whether representations made by bidder – whether shareholders induced by representations and assumed legal relationship created if offer accepted – whether shareholders relied on the representations and acted to their detriment – whether bidder estopped from departing from effect of the representations and legal relationship