BARTRUM V. PERPETUAL EXECUTORS AND TRUSTEES ASSOCIATION OF AUSTRALIA LTD. AND OTHERS

oar

ae

'J, Green, Gort, Print, Melb.

4 Of aye (8

IN THE HIGH COURT OF AUSTRALIA.

ce BOARD RTM gen

.-PERPETUAL. EXECUTORS..&..TRUSTRES _ ASSOCIATION OF AUSTRALIA LTD. & ORS.

Frivoipat

re

* Judgment detivered at. MELBOURNE on___. 7TH. DAY OF MARCH,.194 5...

BARTRUM

Ve

PERPETUAL EXECUTORS & TRUSTEES ASSOCIATION OF AUSTRALIA LTD. & ORS.

REASONS FOR JUDGMENT. LATHAM C Je

This is an appeal from the Supreme Court of Victoria dismissing a counter-claim in an action brought upon an agreement for the purchase by the appellant, Sydney Roe Bartrum, from the executors of John Ebenezer Leckie deceased of shares owned by Leckie in a company, R.G. Wilson & Co. Pty. Ltd. The claim made by the executors upon the agreement for the purchase of the shares was admitted and the controversy at the trial was limited to the counter-claim. By counter-claim the defendant claimed damages for fraud, or alternatively, for breach of warranty.

The late John Ebenezer Leckie owned 19,998 shares out of the 20,000 in R.G. Wilson & Co. Pty. Ltd., and the other two shares were held by his nominees. The agreement in question in relation to which the litigation arose was for the purchase of all the shares owned by him, and the vendor undertook to procure the transfer to the nominees of Bartrum of the other two shares. Therefore, as he was buying in effect all the shares in the company, he was, from a business point of view, buying the assets of the company.

In the course of the negotiations Mr. Russell, the Manager of the Perpetual Executors and Trustees Association, one of the respondents, produced to the representative of Bartrum a document - Exhibit 2. That document set out various particulars of assets and liabilities of the company (RAG. Wilson & Co.). The statement of assets includes figures relating to book debts, trade debtors and other matters, and is followed by this:~