DTZ Worldwide Limited v AIG Australia Limited [2025] NSWSC 12

Supreme Court New South Wales

Medium Neutral Citation: DTZ Worldwide Limited v AIG Australia Limited [2025] NSWSC 12 Hearing dates: 4, 5, 6, 11, 12, 18 to 20 November 2024 Decision date: 04 February 2025 Jurisdiction: Equity - Commercial List Before: Ball J Decision: (1) The plaintiff's claim against the second, fourth, fifth, sixth and seventh defendants under the First Excess Policy, the Second Excess Policy, the Third Excess Policy and the Third Fourth Excess Policy (as those terms are defined in the Statement of Claim filed on 12 June 2020) (together, the Relevant Policies) is dismissed. (2) The plaintiff to pay the costs of the second, fourth, fifth, sixth and seventh defendants insofar as those costs relate to the plaintiff's claim under the Relevant Policies. Catchwords: INSURANCE — miscellaneous indemnity insurance — buyer's warranty and indemnity insurance policy — acquisition of international property services business with facilities management contract in Singapore — warranties given by sellers in share sale agreement — claim against first, second, third and fourth excess layer insurers for damages in respect of breach of warranties by sellers — breach of warranty established in relation to information disclosed and not disclosed about facilities management contract — assessment of damages — amount of any damages less than threshold of first excess layer policy — claim dismissed CONTRACTS — breach of contract — breach of warranty — breach of warranty given by sellers in share sale agreement that Disclosure Materials were not misleading — proper measure of damage Legislation Cited: Insurance Contracts Act 1984 (Cth), s 57 Uniform Civil Procedure Rules 2005 (NSW), rr 31.21, 31.23 Cases Cited: Commercial Union Insurance Co of Australia Ltd v Ferrcom Pty Ltd (1991) 22 NSWLR 389 Commonwealth v Amann Aviation Pty Ltd (1991) 174 CLR 64; [1991] HCA 54 Davis v Perry O'Brien Engineering Pty Ltd [2023] QSC 243 Decision Inc Holdings Proprietary Ltd v Garbett [2023] EWHC 588 (Ch) Dylan Mann & Co Pty Ltd as trustee for the Mann Family Trust v Tiejag Pty Limited as trustee for the Skeihy Khoury Family Trust [2018] NSWSC 1334 Fink v Fink (1946) 74 CLR 127; [1946] HCA 54 HTW Valuers (Central Qld) Pty Ltd v Astonland Pty Ltd (2004) 217 CLR 640; [2004] HCA 54 In the matter of Hair Industrie Penrith Pty Ltd, Hair Industrie Merrylands Pty Ltd [2015] NSWSC 1578 Ivy Technology Ltd v Martin [2022] EWHC 1218 (Comm) Lifehealthcare Distribution Pty Ltd v Nicholas [2011] NSWSC 661 Lion Nathan Ltd v C-C Bottlers Ltd [1996] 1 WLR 1438 Millbrook Health Care Bidco Ltd v Croll [2023] EWHC 290 (Comm) Potts v Miller (1940) 64 CLR 282; [1940] HCA 43 Robinson v Harman (1848) 1 Exch 850; 154 ER 363 The Hut Group Ltd v Nobahar-Cookson [2014] EWHC 3842 (QB) Troulis v Vamvoukakis [1998] NSWCA 237 Texts Cited: A Akhigbe, R Kudla and J Madura, "Why are some corporate earnings restatements more damaging?" (2005) 15 Applied Financial Economics 327 McGregor on Damages (22nd ed, 2024, Sweet & Maxwell) Category: Principal judgment Parties: DTZ Worldwide Limited (CRN 09073572) (Plaintiff) Tokio Marine Europe, S.A. Sucrusal En España (Branch in Spain), (Company No. (NIF): W0186736-E (Second Defendant) Lloyd's Syndicate 4000, where the sole corporate member is Liberty Corporate Capital (Two) Ltd (CRN: 06630334) (Fourth Defendant) HDI Global Specialty SE (Fifth Defendant) Hamilton Insurance Designated Activity Company (Formerly, Ironshore Europe Limited) (Company No: 484148) (Sixth Defendant) Liberty Mutual Insurance Company (ACN 086 083 605) (Seventh Defendant) Representation: Counsel: M Collins KC with F Roughley SC, P Strickland and T Barry (Plaintiff) M Jones SC with E Kovacs (Second, Fourth to Sixth Defendants) M R Elliott SC with O Jones (Seventh Defendant)