191 Bells Pty Ltd v WJ & HL Crittle Pty Ltd

The appeal concerned a dispute between 191 Bells Pty Ltd (the appellant) and WJ & HL Crittle Pty Ltd (the respondent) regarding alleged misleading conduct in relation to the sale of land. The primary judge had found in favour of the respondent, and the appellant sought to overturn this decision. The matter was heard in the Court of Appeal of New South Wales.

The central legal issues before the Court of Appeal were whether the respondent had engaged in misleading or deceptive conduct contrary to consumer protection legislation by making positive representations about contamination on the land without disclosing all relevant information, thereby creating a misleading impression. Additionally, the court considered whether the respondent had a positive obligation to disclose all matters that might be relevant to the appellant's due diligence process, particularly in light of the contractual phrase "as far as possible" in relation to assisting with that process.

The Court of Appeal affirmed the primary judge's findings. It reasoned that the respondent's disclosures, while not exhaustive, did not amount to misleading half-truths because they accurately reflected the information available and the steps taken to address contamination. The court held that there was no reasonable expectation of disclosure beyond what was provided, and that the phrase "as far as possible" in the contract did not impose a positive obligation on the vendor to disclose every conceivable matter that might be relevant to the purchaser's due diligence. The vendor's obligation was to act reasonably and in good faith within the scope of the contractual undertaking.

Consequently, the appeal was dismissed with costs.