Catchwords:
CONTRACT – Sale of shares in target company whose principal asset was a coalmining tenement – Purchase price payable by applicant to first respondent to be fixed by valuation of tenement – Applicant paid part of purchase price – First respondent sought payment of balance – Valuation fraudulent – Whether obligation to pay purchase price did not arise due to fraud – Fraud pleaded and argued – Judge erred in not deciding question of fraud – Appeal allowed.
MISTAKE – Whether applicant paid part of purchase price for shares in mistaken belief that fraudulent valuation was a valuation for purpose of contract and payment was required – Whether applicant entitled to repayment of purchase price – Judge erred in finding applicant did not have mistaken belief – Appeal allowed.
MISREPRESENTATION – Fraudulent report on coal reserves in tenement – Whether applicant and parent company relied on fraudulent report in paying part of purchase price for shares – No director of applicant with knowledge of transaction gave evidence – Only one director of applicant’s parent company gave evidence – Judge found that director not a truthful witness – Judge found no reliance by applicant or parent company – No error by judge.
AGENCY – Judge found first respondent did not authorise fourth respondent to direct moneys payable by applicant to first respondent be paid to target company – No error by judge.
CONTRACT – First respondent obliged to pay debts of target company not disclosed at time share sale agreement executed – Judge erroneously found that all such debts had been forgiven by creditors – Appeal allowed.
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