Broker’s Liability

Whether agent had endorsed misrepresentation by vendor: John G Glass Estate Pty Ltd v Karawi Constructions Pty Ltd (1993) ATPR §41-249

Misleading or deceptive conduct — sale of business — representations as to turnover, profitability and assets — representations by vendor — representations by business broker — loss and damage — capital loss — trading losses — interest payments — wages foregone: Sevenhill Hldgs v Musich (French J) (1992) 213 FCRer 224; BC9203391


Claim for trading losses: Newmarket Corporation Pty Ltd v Kee-Vee Properties [2003] WASC 157 (McLure J)

Goodwill (and see main Goodwill tag)

Whether compensation required for destruction of goodwill upon termination of contract: Gallagher v. Pioneer Concrete (NSW) Pty Ltd 113 ALR 159

Whether error in finding business name did not pass with sale of goodwill: 260 Oxford Street Pty Ltd v Premetis [2006] NSWCA 96

Sale of Business

Whether restitutio in integrum available: Alati v Kruger 94 CLR 216; Munchies Management v Belperio 84 ALR 700; Henjo v Collins 79 ALR 83; Stoker v Pomcol (1987) ASC 57,202.

Failure by accountants to show true financial position – effect of accountants disclaimer: Tag Pacific v McSweeney (1992) 213 FCRer 226

Failure to pay deposit – possession given to purchaser prior to settlement date – repudiation of contract: Tsimidopolous v Mulson Holdings Pty Ltd [1989] 1 WAR 359

Assessment of loss under s. 82 of Trade Practices Act: Papers Sales Pty ltd v PSA (1991) ATPR 41-142

Representations as to anticipated takings – whether findings of trial judge should be set aside: Karedis Enterprises v Antoniou 137 ALR 544

Purchaser relies on valuation given to him by vendor which is literally correct – assumption made as to continued validity of figures in valuation did not mean that purchaser had not been mislead or deceived Hill v Tooth & Co Ltd (1998) ATPR 41-649; BC9802426

Purchase of coffee shop business — Non-disclosure of trading figures showing drop in trade consequent upon commencement of business by competitor: Anema E Core Pty Ltd v Aromas Pty Ltd [1999] FCA 904

Whether the respondents engaged in misleading and deceptive conduct — Deceptive practices in sale of business — Vendors conducted theme park business — Representations as to financial position: Crystal Auburn Pty Ltd v I L Wollerman Pty Ltd [2000] FCA 913

Deceptive practices — Sale of business — Profitability — Complaint of misleading and deceptive conduct during negotiations for sale of business — Building construction business Reiterer v Csenar [2005] VSC 12

Deceptive practices — Finance — Misrepresentations — Appeal from trial judge’s decision dismissing claim for damages for deceptive practices — Claimed misleading conduct in purchase of business: Timms v Commonwealth Bank of Australia [2005] NSWCA 137

Breach of contract — Payment of deposit — Misleading and deceptive conduct — Application for payment of deposit — First applicant vendor and first respondent purchaser entered into contract for sale of land and sale of business: Cloud Top Pty Ltd v Toma Services Pty Ltd [2008] NSWSC 568