CBRE (V) Pty Ltd v City Pacific Ltd (in liq) [2022] NSWCA 54

CBRE (V) Pty Ltd v City Pacific Ltd (in liq) [2022] NSWCA 54

There was no implicit loan from City Pacific to Martha Cove Marina in the circumstances; the payments by City Pacific were for acquisition of property in the subsidiary's name, not loans, as confirmed by contemporaneous documents and company accounts. Thus, City Pacific's claim was statute-barred as any cause of action accrued when the payments were made. The disclaimers in the valuation did not, of themselves, immunise the conduct from being misleading or deceptive, but as no causal link between the valuation and the payments was established, the statutory cause of action also failed. The appeal was allowed, the previous judgment set aside, and the proceedings dismissed.

Parties
First Appellant: CBRE (V) Pty Ltd; Second Appellant: Christopher Nicodimou; First Respondent: City Pacific Ltd (in liq); Second Respondent: Martha Cove Marina Pty Ltd (in liq)
Jurisdiction
Australia
Judgment Date
11 April 2022
Procedural Posture
Appeal / Court of Appeal Decision Setting Aside Trial Judgment
Outcome
Appeal allowed. Judgment below set aside. Proceedings dismissed with costs.
Legal Topics
Statute of Limitations, Negligent Valuation, Causation, Corporate Relationship—parent and Subsidiary, Implied Loans, Effect of Disclaimers, Reliance—misleading Conduct
Limitation Periods Professional Negligence Corporate Law Misleading and Deceptive Conduct Statute of Limitations Negligent Valuation Causation Corporate Relationship—parent and Subsidiary +3 more

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Parties

CBRE (V) Pty Ltd

First Appellant

Christopher Nicodimou

Second Appellant

City Pacific Ltd (in liq)

First Respondent

Martha Cove Marina Pty Ltd (in liq)

Second Respondent

Procedural Posture

Appeal / Court of Appeal Decision Setting Aside Trial Judgment

Legal Issues

  1. 1 Whether the claim of City Pacific Ltd was statute-barred
  2. 2 Whether the valuation addressed to a third party and containing disclaimers negated findings of misleading and deceptive conduct
  3. 3 Whether there was causation between the valuation and the payments made by City Pacific

Ratio Decidendi

There was no implicit loan from City Pacific to Martha Cove Marina in the circumstances; the payments by City Pacific were for acquisition of property in the subsidiary's name, not loans, as confirmed by contemporaneous documents and company accounts. Thus, City Pacific's claim was statute-barred as any cause of action accrued when the payments were made. The disclaimers in the valuation did not, of themselves, immunise the conduct from being misleading or deceptive, but as no causal link between the valuation and the payments was established, the statutory cause of action also failed. The appeal was allowed, the previous judgment set aside, and the proceedings dismissed.

Court Disposition

Appeal allowed. Judgment below set aside. Proceedings dismissed with costs.

Orders

  • Appeal allowed.
  • Set aside the judgment made on 9 August 2021, and orders 1 and 2 made on 22 March 2022, and in lieu thereof, order that the proceedings be dismissed with costs.