Aberdeen Asset Management Ltd v Challenger Wealthlink Management Ltd

Aberdeen Asset Management Ltd (the appellant) appealed to the New South Wales Court of Appeal against a decision of the Supreme Court of New South Wales concerning a dispute with Challenger Wealthlink Management Ltd (the respondent). The core of the dispute involved the interpretation of a clause within an agreement relating to share placements, specifically whether the appellant had been afforded the "opportunity to participate" on the "same or equivalent terms and conditions" as other investors.

The Court of Appeal was required to determine whether the appellant had been provided with a genuine opportunity to participate in share placements on terms that were the same or equivalent to those offered to other parties. This involved considering whether the terms offered to the appellant were materially different from those offered to others, and whether such differences constituted a breach of the contractual obligation. The Court also had to consider the relevance of industry practice in interpreting the contractual provisions.

The Court of Appeal found that the terms offered to the appellant were not the same or equivalent to those offered to other investors, and that this constituted a breach of the agreement. The judges reasoned that the "opportunity to participate" required more than a mere offer; it necessitated an offer on terms that were not disadvantageous compared to those offered to others. The Court considered the specific terms of the placements and concluded that the appellant had not been given a genuine opportunity to participate on equivalent terms.

The appeal was dismissed, and the appellant was ordered to pay the respondent's costs.