Porges v Adcock Private Equity Pty Ltd [2019] NSWCA 79

Court of Appeal Supreme Court New South Wales Medium Neutral Citation: Porges v Adcock Private Equity Pty Ltd [2019] NSWCA 79 Hearing dates: 14 February 2019 Decision date: 17 April 2019 Before: Payne JA at [1]; White JA [2]; Sackville AJA [133] Decision: 1. Appeal dismissed. 2. Appellant pay the respondent's costs. Catchwords: CONTRACTS — Misleading conduct under statute — Misleading or deceptive conduct — Silence — Sale of shares in company — Vendor represented to purchaser that company was good and profitable investment — Vendor disillusioned with management of company — Vendor aware of risk of litigation against company — Whether primary judge erred in finding vendor's failure to disclose was misleading or deceptive conduct Legislation Cited: Australian Securities and Investment Commission Act 2001 (Cth), ss 12BAA, 12BA, 12BAB, 12BB, 12DA Fair Trading Act 1987 (NSW), ss 27-32 Competition and Consumer Act 2010 (Cth), Sch 2 Corporations Act 2001 (Cth), ss 1041H, 761A, 764A, 769C Cases Cited: Australian Securities and Investments Commission v Westpac Banking Corporation (No. 2) [2018] FCA 751 Demagogue Pty Ltd v Ramensky (1992) 39 FCR 31 Kimberley NZI Finance Ltd v Torero Pty Ltd [1989] ATPR (Digest) 53,193 Miller & Associates Insurance Broking Pty Ltd v BMW Australia Finance Ltd (2010) 241 CLR 357; [2010] HCA 31 Category: Principal judgment Parties: Stephen Robert Porges (First Appellant) Adcock Private Equity Pty Ltd (Respondent) Representation: Counsel: I Jackman SC with A R Jordan (Appellant) P Crutchfield QC with C McMeniman (Respondent)