Andrew Wheeler trading as PricewaterhouseCoopers v Aoyin Group Ltd [2021] NSWSC 1030

Andrew Wheeler trading as PricewaterhouseCoopers v Aoyin Group Ltd [2021] NSWSC 1030

Taking Aoyin's pleaded case and evidence at their highest, the Court was not satisfied that the misleading and deceptive conduct claim was destined to fail. There were sufficient gaps in the communications before the 31 March 2016 meeting, and possible variations in interpretation of the emails, to leave a triable issue as to whether Aoyin may have been misled by PwC's alleged silence about the state of shareholder due diligence or the risks posed by its incomplete state. However, the proposed amended pleading had to be revised to confine the alleged conduct to the 31 March 2016 meeting and to plead causation more clearly.

Jurisdiction
Australia
Judgment Date
17 August 2021
Procedural Posture
Application to Amend a Cross Claim for Misleading and Deceptive Conduct and Opposition Seeking Strike Out / Interlocutory Procedural Ruling
Outcome
Aoyin was permitted to pursue its misleading and deceptive conduct claim, but leave to amend was made subject to further changes to the proposed pleading; PwC's strike out contention was not accepted.
Legal Topics
['leave to Amend' 'strike Out of Pleading' 'no Reasonable Cause of Action' 'misleading or Deceptive Conduct' 'shareholder Due Diligence' 'apra Fit and Proper Requirement']
['civil Procedure' 'consumer Law' 'equity'] ['leave to Amend' 'strike Out of Pleading' 'no Reasonable Cause of Action' 'misleading or Deceptive Conduct' 'shareholder Due Diligence' 'apra Fit and Proper Requirement']

Case Brief

Summary, issues, holding and outcome

More case intelligence is available

Unlock the full research layer for this judgment.

Full judgment text Downloadable case file Legal principles 1 Authorities cited 2 Party arguments 2 Amounts and remedies 1
Sign in to unlock

Procedural Posture

Application to Amend a Cross Claim for Misleading and Deceptive Conduct and Opposition Seeking Strike Out / Interlocutory Procedural Ruling

Legal Issues

  1. 1 ['Whether Aoyin should be granted leave to amend its misleading and deceptive conduct claim against PwC.' 'Whether the existing or proposed pleading should be struck out as hopeless or as disclosing no reasonable cause of action.' "Whether, taking Aoyin's case at its highest, PwC's alleged silence at the 31 March 2016 meeting could be misleading or deceptive despite Aoyin's knowledge of the state of shareholder due diligence." 'Whether the proposed pleading needed further amendment to confine the alleged conduct to the 31 March 2016 meeting and to plead causation adequately.']

Ratio Decidendi

Taking Aoyin's pleaded case and evidence at their highest, the Court was not satisfied that the misleading and deceptive conduct claim was destined to fail. There were sufficient gaps in the communications before the 31 March 2016 meeting, and possible variations in interpretation of the emails, to leave a triable issue as to whether Aoyin may have been misled by PwC's alleged silence about the state of shareholder due diligence or the risks posed by its incomplete state. However, the proposed amended pleading had to be revised to confine the alleged conduct to the 31 March 2016 meeting and to plead causation more clearly.

Court Disposition

Aoyin was permitted to pursue its misleading and deceptive conduct claim, but leave to amend was made subject to further changes to the proposed pleading; PwC's strike out contention was not accepted.

Orders

  • ['Direct the cross-claimant to provide a proposed Amended Statement of Cross-Claim, addressing the matters described in [45] of the judgment of Rees J on 17 August 2021 by 4.00 pm on 24 August 2021.' 'Direct the cross-defendant to advised by 4.00 pm on 31 August 2021 whether it consents to the filing of the Amended...