Toteff v Antonas [1952] HCA 16

Gone Garesv Cons{Apel Fol Appl W Appl pl Appl Appl MimcPiije eat (seed GBlemapy Cry Seley Paes v perpen y Frome 988) 1 Sener Veen 187 Heath rede GEDDY Barnes By ciety 2s Union rid 94 Industries Pi Lid (1990)'58 Limited 160 396 ALR 445 feds SAsw sal Co EPlfeme Rett tg NSWLR 961 Cons Limiter Me Foss Real App Estate hiess ce BeBe et Mens Me (es thd Ser ner Contractors v en 's lace (Granny Overton ae 87 C.L.R.] G5 ss NASR S25 R407 "ASR Sts eh eee (sai ein i 647 Foll Gouge Giese LR 31 [HIGH COURT OF AUSTRALIA.] TOTEFF . é Z . é 3 3 3 APPELLANT 3 PLaIntiFr, AND ANTONAS : s A x E s RESPONDENT. DEFENDANT, ON APPEAL FROM THE SUPREME COURT OF SOUTH AUSTRALIA. Fraud—Measure of damages—Misrepresentation inducing party to enter into H. C. or A. agreement—Agreement to purchase business as going concern—Price appor- 1952. tioned as between goodwill, plant and stock—Misrepresentation only going ae MELBOURNE,

to goodwill.

T. was induced to enter into a contract for the purchase of a business as a going concern by the fraudulent misrepresentations of A., the vendor, as to the profits and takings of such business. The memorandum of agreement between the parties apportioned the total price of £2,200 between goodwill £200, plant £1,750, stock £250. The fair value of the business as a going concern was £900. In an action for deceit the trial judge, taking the view that the misrepresentations went only to the value of the goodwill, and not to the value of the plant and stock, awarded as damages £200, being

the amount apportioned in respect of goodwill.

Held that, since the misrepresentation induced the entire purchase, the damages to which T. was entitled were £1,300, being the difference between. £2,200, the price paid, and £900, the real market value of the business as a going concern, and it was immaterial that the memorandum of agreement apportioned the sum of £2,200, in the way in which it did.