Equuscorp Pty Ltd v Glengallan Investments Pty Ltd

The appeal, before the Court of Appeal, involved Equuscorp Pty Ltd and Glengallan Investments Pty Ltd. The appellants had entered into a loan agreement with the respondents for the purpose of acquiring units in an aquaculture investment scheme. The venture failed to generate profits, leading to the appellants seeking recourse on the loans. The primary dispute centred on whether a representation made during pre-contractual negotiations, that the loan agreement would be "limited recourse," was withdrawn by the final loan agreement. Additionally, it was contested whether this representation constituted misleading or deceptive conduct under section 52 of the Trade Practices Act 1974 (Cth). The appellants also questioned whether the respondents could rely on an estoppel by convention or promissory estoppel in the context of the loan agreement.

The Court of Appeal was tasked with determining whether the findings of the primary judge were correct in fact or law and whether the primary judge fulfilled the function assigned to the Supreme Court under the remittal order from the High Court. This included assessing whether the representation concerning the limited recourse of the loan was withdrawn by the loan agreement and whether it constituted misleading or deceptive conduct. Furthermore, the Court needed to decide whether the defendants could rely on an estoppel by convention or promissory estoppel, and if the assignment to the first plaintiff was subject to any equity created by such estoppel.

In its reasoning, the Court of Appeal found that the primary judge's findings were correct and that he had adequately carried out the function assigned to him by the High Court. The Court held that the representation concerning limited recourse was indeed withdrawn by the loan agreement and did not constitute misleading or deceptive conduct. Additionally, the Court found that the defendants could not rely on an estoppel by convention or promissory estoppel as the necessary conditions for such estoppels were not met. Consequently, the appeals were dismissed. The Court also granted leave to the parties to make submissions as to costs in accordance with the Practice Directions.

The final orders of the Court of Appeal were to dismiss the appeals and grant leave for the parties to make submissions regarding costs as per the Practice Directions.