Campbell v Backoffice Investments Pty Ltd [2009] HCA 25

HIGH COURT OF AUSTRALIA

FRENCH CJ

GUMMOW, HAYNE, HEYDON AND KIEFEL JJ

DOUGLAS RONALD CAMPBELL AND ANOR APPELLANTS

AND

BACKOFFICE INVESTMENTS PTY LTD

AND ANOR RESPONDENTS

Campbell v Backoffice Investments Pty Ltd

[2009] HCA 25

29 July 2009

S435/2008

ORDER

1. Appeal allowed.

2. Set aside paragraphs 3 and 4 of the orders of the Court of Appeal of the Supreme Court of New South Wales made on 19 May 2008.

3. Respondents' application of 4 February 2009 for leave to further amend notice of contention refused.

4. Special leave to cross-appeal refused.

5. Remit the matter to the Court of Appeal of the Supreme Court of New South Wales for further hearing and determination in accordance with the reasons of this Court.

6. Appellants to file and serve written submissions as to costs within 14 days of the date of this order. Respondents to file and serve written submissions in reply within 7 days of the service of the Appellants' submissions.

On appeal from the Supreme Court of New South Wales

Representation

A J L Bannon SC with J T G Gibson for the appellants (instructed by Rodd Peters Commercial, Media and European Lawyers)

J T Gleeson SC with T L Wong for the respondents (instructed by Watson Mangioni Solicitors)

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

CATCHWORDS

Campbell v Backoffice Investments Pty Ltd

Trade Practices – Misleading or deceptive conduct – Where vendor of share in company provided documents prior to making of share sale agreement that did not accurately state company's past financial performance, failed to correct some estimates of company's expected performance when vendor knew or ought reasonably to have known, prior to making of agreement, that estimated performance not achieved, and incorporated some statements of financial performance in share sale agreement with various warranties as to their accuracy – Whether conduct misleading or deceptive – Whether representations pleaded actually made – Relevance of whole course of conduct between parties – Relevance of character of some statements as estimates.