Pilmer v The Duke Group Limited (in liq) [2001] HCA 31

HIGH COURT OF AUSTRALIA

McHUGH, GUMMOW, KIRBY, HAYNE AND CALLINAN JJ

ANGUS CLAYMORE PILMER & ORS APPELLANTS

AND

THE DUKE GROUP LIMITED

(IN LIQUIDATION) & ORS RESPONDENTS

Pilmer v The Duke Group Limited (in liq) [2001] HCA 31

31 May 2001

A46/1999

ORDER

1. Appeal allowed with costs. 2. Set aside pars 2, 7, 9 and 10 of the orders made by the Full Court of the Supreme Court of South Australia on 13 August 1999 but only to the extent that those orders affect the parties to the appeal to this Court. 3. Remit the matter to the Full Court of the Supreme Court of South Australia for the making of orders consistent with this Court's reasons for decision.

On appeal from the Supreme Court of South Australia

Representation:

A J Myers QC with P Zappia for the appellants (instructed by Phillips Fox) at the hearing on 7 April 2000

T A Gray QC with R J Whitington QC, S J Lipman and S J Doyle for the first respondent (instructed by Fisher Jeffries) at the hearing on 7 April 2000

A J Myers QC with G T Pagone QC and P Zappia for the appellants (instructed by Phillips Fox) at the hearing on 23 November 2000

R J Whitington QC with S J Lipman and S J Doyle for the first respondent (instructed by Fisher Jeffries) at the hearing on 23 November 2000

No appearance for the second to seventh respondents.

Notice: This copy of the Court's Reasons for Judgment is subject to formal revision prior to publication in the Commonwealth Law Reports.

CATCHWORDS

Pilmer v The Duke Group Limited (in liquidation)

Contract – Breach – Damages – Calculation of loss – Contract of retainer for valuation of subject of takeover bid – Plaintiff company effected takeover in reliance on valuation made in breach of duty of care – Had valuation been accurate plaintiff would not have proceeded – Consideration included cash and issue and allotment of shares – Whether plaintiff suffered loss by issue of shares – Whether damages include sum representing market value of shares issued under agreement.