Mighty River International Limited v Hughes & Anor; Mighty River International Limited v Mineral Resources Limited & Ors

The High Court of Australia considered appeals arising from proceedings in the Supreme Court of Western Australia concerning a dispute between Mighty River International Limited and two sets of respondents. The first set of respondents, Hughes & Anor, were former directors of Mighty River. The second set of respondents, Mineral Resources Limited & Ors, were entities associated with Mineral Resources. The core of the dispute involved allegations of misleading and deceptive conduct and breaches of directors' duties in relation to a proposed acquisition by Mighty River.

The High Court was required to determine, among other things, whether the primary judge had erred in finding that the respondents had engaged in misleading and deceptive conduct in contravention of section 18 of the Australian Consumer Law. Further, the Court had to consider whether the primary judge had correctly applied the principles relating to the assessment of damages for such contraventions, particularly in circumstances where the misleading conduct related to the value of shares and the viability of a proposed transaction. The appeals also raised questions about the proper construction of certain contractual provisions and the application of the rule in *Foss v Harbottle*.

The Court's reasoning focused on the elements of misleading or deceptive conduct under section 18 of the Australian Consumer Law, emphasising the need for the conduct to have actually misled or been likely to mislead a reasonable person in the position of the applicant. The High Court analysed the evidence presented to the primary judge and concluded that there was no error in the primary judge's findings of fact or application of the law in relation to the misleading conduct. The Court also addressed the principles of causation and remoteness in assessing damages, finding that the primary judge had correctly determined the loss suffered by Mighty River as a result of the contraventions. The appeals were dismissed.