Hudson Resouces Ltd v Sandner & Anor [1999] NSWSC 1278

Hudson Resouces Ltd v Sandner & Anor [1999] NSWSC 1278

The letter was capable of conveying to the ordinary reasonable reader that the plaintiff was in financial difficulties and therefore capable of conveying the insolvency imputation. It was not capable of conveying incompetent management, because financial difficulty may arise for reasons other than incompetent management and nothing else in the letter suggested incompetence. It was not capable of conveying dishonourable conduct or an unfair takeover offer in the ordinary sense, although it could suggest inadequacy of the offer. It was capable, on balance, of conveying that the plaintiff's takeover offer was for the purpose of asset stripping in a condemnatory sense. Accordingly,...

Jurisdiction
Australia
Judgment Date
10 September 1999
Procedural Posture
Defamation / Application Concerning Whether Pleaded Imputations Were Capable of Being Conveyed and Leave to File Amended Statement of Claim
Outcome
Leave granted to file amended statement of claim; imputations (b) and (c) struck out; imputations (a) and (d) not struck out; each party to pay his or its own costs.
Legal Topics
['capacity of Defamatory Imputations' 'ordinary Reasonable Reader' 'corporate Insolvency Imputation' 'takeover Offer Communications' 'asset Stripping Imputation']
['defamation'] ['capacity of Defamatory Imputations' 'ordinary Reasonable Reader' 'corporate Insolvency Imputation' 'takeover Offer Communications' 'asset Stripping Imputation']

Case Brief

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Procedural Posture

Defamation / Application Concerning Whether Pleaded Imputations Were Capable of Being Conveyed and Leave to File Amended Statement of Claim

Legal Issues

  1. 1 ['Whether the matter complained of was capable of conveying that the plaintiff is insolvent.' 'Whether the matter complained of was capable of conveying that the plaintiff had so incompetently managed its business as to cause a substantial cash deficiency.' 'Whether the matter complained of was capable of conveying that the plaintiff was a dishonourable company prepared to make an unfair takeover offer for the purpose of remedying its cash deficiencies.' 'Whether the matter complained of was capable of conveying that the plaintiff made a takeover offer for the second defendant for the purpose of stripping the second defendant of its assets including cash.']

Ratio Decidendi

The letter was capable of conveying to the ordinary reasonable reader that the plaintiff was in financial difficulties and therefore capable of conveying the insolvency imputation. It was not capable of conveying incompetent management, because financial difficulty may arise for reasons other than incompetent management and nothing else in the letter suggested incompetence. It was not capable of conveying dishonourable conduct or an unfair takeover offer in the ordinary sense, although it could suggest inadequacy of the offer. It was capable, on balance, of conveying that the plaintiff's takeover offer was for the purpose of asset stripping in a condemnatory sense. Accordingly,...

Court Disposition

Leave granted to file amended statement of claim; imputations (b) and (c) struck out; imputations (a) and (d) not struck out; each party to pay his or its own costs.

Orders

  • ['The plaintiff has leave to file an amended statement of claim.' 'Each party pay his or its own costs.' 'The plaintiff is to file any amended Statement of Claim by 17 September.' 'Thereafter the matter can be placed in a Holding List for determination by a jury for the matters relevant for jury determination, and...