Bridging Capital Holdings Pty Ltd v Self Directed Super Funds Pty Ltd (Issues Ruling) [2024] FCA 1016

Bridging Capital Holdings Pty Ltd v Self Directed Super Funds Pty Ltd (Issues Ruling) [2024] FCA 1016

Respondents cannot rely on contractual limitations and exclusions (cl 1.1 and cl 3 of Sch 3, cl 28.6 of the SSA) in answer to applicants' claims without having pleaded them in their defence, as such matters are not elements of the applicants' case and must be pleaded to avoid surprise and ensure fair notice.

Parties
Applicant / Cross Respondent: Bridging Capital Holdings Pty Ltd; Applicant / Cross Respondent: Ari Ben Moses; Respondent / Cross Claimant: Self Directed Super Funds Pty Ltd; Respondent / Cross Claimant: Christopher Steven Harris
Jurisdiction
Australia
Judgment Date
03 September 2024
Procedural Posture
Commercial Dispute (issues Ruling) / Interlocutory (pleadings/issue Determination)
Outcome
Ruling – respondents not permitted to rely on specified contractual limitations as they were not pleaded
Legal Topics
Pleadings, Contract – Breach of Warranty, Misleading or Deceptive Conduct, Limitations of Liability in Commercial Contracts
Civil Procedure Commercial Law Pleadings Contract – Breach of Warranty Misleading or Deceptive Conduct Limitations of Liability in Commercial Contracts

Case Brief

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Parties

Bridging Capital Holdings Pty Ltd

Applicant / Cross Respondent

Ari Ben Moses

Applicant / Cross Respondent

Self Directed Super Funds Pty Ltd

Respondent / Cross Claimant

Christopher Steven Harris

Respondent / Cross Claimant

Procedural Posture

Commercial Dispute (issues Ruling) / Interlocutory (pleadings/issue Determination)

Legal Issues

  1. 1 Whether respondents can rely on certain contractual limitations and defences without having pleaded them
  2. 2 Who bears the onus of pleading and proving limitations or exclusions under the Share Sale Agreement

Ratio Decidendi

Respondents cannot rely on contractual limitations and exclusions (cl 1.1 and cl 3 of Sch 3, cl 28.6 of the SSA) in answer to applicants' claims without having pleaded them in their defence, as such matters are not elements of the applicants' case and must be pleaded to avoid surprise and ensure fair notice.

Court Disposition

Ruling – respondents not permitted to rely on specified contractual limitations as they were not pleaded

Orders

  • It is not open to the respondents to rely on cl 1.1 and cl 3 of Sch 3 to, and cl 28.6 of, the share sale agreement dated 11 March 2021 in answer to the applicants' claims.