Corporations Law – private offer memorandum (“POM”) offering shares in syndicate venture for purchase of brood mares – whether manner of issue of POM constituted an offer to the public – s.169 Companies Code (NSW)
Trade Practices – failure to state in clear terms total amount for which syndicate investors liable – whether misleading or deceptive conduct – whether opinion of valuer as to value of bloodstock capable of constituting misleading or deceptive – whether reasonable grounds for valuer’s opinion as to value of syndicate mares – whether provision of valuation to financier caused damage – s.52 Trade Practices Act 1974 (Cth) – s.42 Fair Trading Act (NSW).
Negligence – valuation of bloodstock – whether valuation relied upon at settlement – whether duty of care owed to the investors and the financier – whether negligent valuation causative of loss.
Fiduciary Duties – promoters – conflict of interest – vendor of bloodstock acting as promoter of sale to syndicate purchasers – failure to disclose information as to previous sale price for bloodstock to purchasers – whether vendor owed fiduciary duty to purchasers to disclose previous sale prices – accountant adviser acting for vendor of bloodstock and promoter for syndicate – information as to previous sale prices not disclosed to investors – whether full and informed consent non-disclosure obtained – whether breach of fiduciary duty – whether equitable fraud by third party adviser.
Insurance – professional indemnity insurance policy – construction of exclusion clauses – whether syndicate venture “operated or controlled” by insured firm – corporate manager granted management and control of venture by syndicate – partner of insured firm one of two directors on board of manager – meaning of “control” – whether de facto control of corporate manager sufficient – whether power of veto over corporate manager to be equated with control – whether provision by insured firm of venture “investment facility or service” – aggregate of claims in excess of maximum liability of policy – whether separate claims each accorded cover to maximum liability of policy.
Tim Castle appeared for the fifth respondent.