Elanor Funds Management Ltd v Alceon Group Pty Ltd [2024] FCAFC 121

Elanor Funds Management Ltd v Alceon Group Pty Ltd [2024] FCAFC 121

The respondents engaged in misleading or deceptive conduct under s 18 of the Australian Consumer Law by providing and failing to correct information, including through data room arrears reports and representations by CPRAM's director, which conveyed that Food Court Tenants were not in arrears or had no relevant arrears history when in fact several had such arrears. The appellant, Elanor, relied on these representations in determining its offer price for the shopping centre, and suffered damage by overpaying for the asset, as established by expert valuation evidence. Damages were properly assessed as the difference between the purchase price and the true value of the centre, with allowance...

Parties
Appellant: Elanor Funds Management Ltd; First Respondent: Alceon Group Pty Ltd; Second Respondent: CPRAM Investments Pty Ltd
Jurisdiction
Australia
Judgment Date
18 September 2024
Procedural Posture
Appeal / Judgment on Appeal From Trial Decision
Outcome
Appeal allowed, trial orders set aside, new orders and damages made in favour of the appellant, with apportionment between respondents.
Legal Topics
Misleading or Deceptive Conduct, Australian Consumer Law, Damages, Procedural Fairness, Evidence, Apportionment of Liability, Commercial Property Transactions
Commercial Law Consumer Law Contracts Corporations Law Misleading or Deceptive Conduct Australian Consumer Law Damages Procedural Fairness +3 more

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Parties

Elanor Funds Management Ltd

Appellant

Alceon Group Pty Ltd

First Respondent

CPRAM Investments Pty Ltd

Second Respondent

Procedural Posture

Appeal / Judgment on Appeal From Trial Decision

Legal Issues

  1. 1 Whether the respondents engaged in misleading or deceptive conduct under section 18 of the Australian Consumer Law in representations concerning rent arrears of Food Court Tenants at Bluewater Square Shopping Centre
  2. 2 Whether the appellant relied on such misleading conduct in entering the contract and suffered damage as a result
  3. 3 Proper assessment of damage and market value under the Potts v Miller rule and subsequent authorities

Ratio Decidendi

The respondents engaged in misleading or deceptive conduct under s 18 of the Australian Consumer Law by providing and failing to correct information, including through data room arrears reports and representations by CPRAM's director, which conveyed that Food Court Tenants were not in arrears or had no relevant arrears history when in fact several had such arrears. The appellant, Elanor, relied on these representations in determining its offer price for the shopping centre, and suffered damage by overpaying for the asset, as established by expert valuation evidence. Damages were properly assessed as the difference between the purchase price and the true value of the centre, with allowance...

Court Disposition

Appeal allowed, trial orders set aside, new orders and damages made in favour of the appellant, with apportionment between respondents.

Orders

  • The first respondent's notice of contention be dismissed.
  • With the exception of Ground 5, the second respondent's notice of contention be dismissed.