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.

Trade Practices – Misleading or deceptive conduct – Whether purchaser suffered loss or damage "by conduct of" vendor – Causation and reliance – General principles – Relevance of contractual warranty by purchaser that purchaser had not relied on warranties other than those given in agreement.

Corporations – Oppression – Where Corporations Act 2001 (Cth), s 233(1) empowered court, if one or more grounds set out in s 232 satisfied, to make any order it considered appropriate in relation to company, including order for purchase of any shares by any member – Where grounds in s 232 included circumstance that conduct of company's affairs "oppressive to, unfairly prejudicial to, or unfairly discriminatory against, a member or members whether in that capacity of in any other capacity" – Whether vendor's conduct "oppressive to, unfairly prejudicial to, or unfairly discriminatory against", purchaser – Relevance of circumstance that conduct not continuing at time order made – Whether order for repurchase of share in company could or should be made in circumstances where, at time of making order, provisional liquidator had sold business and assets of company, proceeds had been disbursed and shares in company were worthless.

Contracts – Breach of warranties – Whether vendor breached warranties in share sale agreement.

Contracts – Implied terms – Implied duty to co-operate – Scope of duty contended for.

Words and phrases – "by conduct of another person", "oppressive to, unfairly prejudicial to, or unfairly discriminatory against, a member".

Fair Trading Act 1987 (NSW) – ss 42, 68.

Corporations Act 2001 (Cth) – Pt 2F.1.