Semantic Software Asia Pacific Ltd v Ebbsfleet Pty Ltd [2018] NSWCA 12

Court of Appeal Supreme Court New South Wales Medium Neutral Citation: Semantic Software Asia Pacific Ltd v Ebbsfleet Pty Ltd [2018] NSWCA 12 Hearing dates: 14 and 15 September 2017 Decision date: 14 February 2018 Before: Macfarlan JA at [1]; White JA at [77]; Sackville AJA at [144] Decision: (1) Appeal allowed in part. (2) Set aside the following judgments and order entered or made at first instance: (i) The respondents' judgment against Semantic on the respondents' contract claim. (ii) The respondents' judgments against Semantic and Mr Bradley on the respondents' misleading and deceptive conduct claims. (iii) The order that Semantic pay the respondents' costs of the proceedings at first instance. (3) Appeal otherwise dismissed. (4) Order the respondents to pay Semantic's costs of the proceedings at first instance and on appeal. (5) Direct that the respondents receive a certificate under the Suitors' Fund Act 1951 (NSW), if qualified. (6) Order Mr Bradley to pay the respondents' costs of his appeal. Catchwords: CONTRACTS – breach of contract – consequences of breach – right to damages – whether remedy identified in contract was the exclusive remedy for breach

CONTRACTS – construction and interpretation – whether contractual guarantee was given by first appellant only

CONTRACTS – breach of contract – whether breach established – whether shares in the second appellant company had tripled in value within two years of their issue – whether trial judge erred in relying on certain expert evidence regarding value of the shares