Bonham as Trustee for the Aucham Super Fund v Iluka Resources Ltd [2022] FCA 71

Bonham as Trustee for the Aucham Super Fund v Iluka Resources Ltd [2022] FCA 71

Iluka did not make the pleaded April or May forecast representations when its market releases were read as a whole with their express qualifications and disclaimers. If such representations were made, Iluka had reasonable grounds for them at all relevant times: its experienced personnel considered relevant market information, including substitution and thrifting, customer inventories, pricing, and macroeconomic conditions, and the guidance remained reasonable until the information crystallised in early July 2012 leading to the 9 July update. The applicant did not establish that Iluka was aware of disclosable contrary information, and the continuous disclosure claim failed. Mr Bonham also...

Jurisdiction
Australia
Judgment Date
07 February 2022
Procedural Posture
Representative Proceeding / Shareholder Class Action Seeking Statutory Compensation / Final Judgment After Hearing; Parties Directed to Confer and File Agreed or Competing Orders on Outstanding Issues
Outcome
Mr Bonham's case and the class action as a whole were rejected; the Court indicated that the application should be dismissed, with further orders to be addressed after submissions.
Legal Topics
['continuous Disclosure' 'misleading or Deceptive Conduct' 'false or Misleading Statements' 'forward Looking Representations' 'reasonable Grounds for Forecasts' 'shareholder Class Action' 'causation and Loss' 'expert Evidence']
['corporations Law' 'securities Law' 'consumer Law' 'evidence' 'representative Proceedings'] ['continuous Disclosure' 'misleading or Deceptive Conduct' 'false or Misleading Statements' 'forward Looking Representations' 'reasonable Grounds for Forecasts' 'shareholder Class Action' 'causation and Loss' 'expert Evidence']

Case Brief

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Procedural Posture

Representative Proceeding / Shareholder Class Action Seeking Statutory Compensation / Final Judgment After Hearing; Parties Directed to Confer and File Agreed or Competing Orders on Outstanding Issues

Legal Issues

  1. 1 ['Whether Iluka had reasonable grounds for its 2012 sales guidance for zircon, rutile and synthetic rutile during the relevant period.' 'Whether Iluka was aware, within the meaning of ASX Listing Rules 3.1 and 19.12, of information meaning that its likely 2012 sales would be materially less than its sales guidance.' 'Whether Iluka failed to disclose information required by its continuous disclosure obligations.' 'Whether Iluka made misleading or deceptive representations, false or misleading statements, or representations as to future matters without reasonable grounds.' 'Whether the representative applicant suffered loss caused by the alleged contraventions.']

Ratio Decidendi

Iluka did not make the pleaded April or May forecast representations when its market releases were read as a whole with their express qualifications and disclaimers. If such representations were made, Iluka had reasonable grounds for them at all relevant times: its experienced personnel considered relevant market information, including substitution and thrifting, customer inventories, pricing, and macroeconomic conditions, and the guidance remained reasonable until the information crystallised in early July 2012 leading to the 9 July update. The applicant did not establish that Iluka was aware of disclosable contrary information, and the continuous disclosure claim failed. Mr Bonham also...

Court Disposition

Mr Bonham's case and the class action as a whole were rejected; the Court indicated that the application should be dismissed, with further orders to be addressed after submissions.

Orders

  • ['The parties confer and within 14 days file agreed or competing orders as to all outstanding issues in the proceeding and, if disagreed, a written submission explaining their position(s) not exceeding three pages.']