Aquatic Air Pty Ltd v Siewert

The case of Aquatic Air Pty Ltd v Siewert involved the plaintiff seeking to set aside share sale agreements and a security agreement on the basis of alleged misleading and deceptive conduct. The plaintiff alleged that the defendant had made representations concerning the GST liability of the company and the company's liability for employee and redundancy entitlements. The matter was heard in the Federal Court of Australia.

The court was required to determine whether the representations alleged by the plaintiff had been made and, if so, whether they were false. The court found that the representations regarding GST liability were not made, and that the company was not liable for GST under the circumstances. Additionally, the court concluded that no representation had been made regarding the company's liability for employee and redundancy entitlements. The court also considered whether the plaintiff had a right to rescind the agreements and whether the plaintiff's conduct was consistent with such a right. The court found that the plaintiff had not rescinded the agreements and that the plaintiff's conduct was inconsistent with rescission. The court held that the plaintiff was not entitled to rescission or damages.

The court further examined whether the defendants had breached their obligations under the security agreement by failing to pay outgoings and mortgage instalments. The court found that the defendants had admitted to the breaches but that the plaintiff's breaches did not justify the defendants' refusal to comply with their contractual obligations. The court held that the defendants were liable for the breaches of their payment obligations.

Finally, the court considered whether the defendants had validly exercised a call option under the security agreement. The court held that the notice given by the defendants did not conform to the requirements for a valid exercise of the option and that the call option was not validly exercised.

The court ordered the defendants to pay damages for their breaches of the security agreement and dismissed the plaintiff's claims in relation to the share sale agreements and the misrepresentations.