Josifovski v Carida; Carida v Josifovski

In *Josifovski v Carida; Carida v Josifovski* [1995] NSWCA 225, the New South Wales Court of Appeal considered cross-appeals arising from a dispute concerning a contract for the sale of a business. The primary dispute involved allegations of misleading and deceptive conduct in contravention of the *Trade Practices Act 1974* (Cth) and the *Contracts Review Act 1980* (NSW).

The court was required to determine whether the vendor had engaged in misleading or deceptive conduct by representing that the business was profitable when, in fact, it was not. Further, the court had to consider whether the contract for the sale of the business was unjust and ought to be reviewed or set aside under the *Contracts Review Act 1980* (NSW). The court also had to determine the appropriate remedies for any breaches found.

The Court of Appeal found that the vendor had engaged in misleading and deceptive conduct by representing the business's profitability. The court reasoned that the vendor's representations were not supported by the financial records and were therefore false. In relation to the *Contracts Review Act*, the court found that the contract was not unjust, as the purchaser had the opportunity to conduct due diligence and was not unduly pressured. The court applied principles of contract law and consumer protection legislation, focusing on the objective meaning of the representations made and the circumstances surrounding the formation of the contract.

Ultimately, the Court of Appeal upheld the primary judge's finding of misleading and deceptive conduct and ordered damages to be assessed. However, it overturned the primary judge's finding that the contract was unjust under the *Contracts Review Act*.