PFJV Pty Ltd v Bartter Enterprises Pty Ltd

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SUPREME COURT OF QUEENSLAND

CITATION:

PFJV Pty Ltd v Bartter Enterprises Pty Ltd [2024] QSC 114

PARTIES:

PFJV PTY LTD (ACN 614 586 4444) AS TRUSTEE FOR THE DONNYBROOK RAINBOW TRUST AND THE DONNYBROOK KUIKENS UNIT TRUST

(Plaintiff)

v

BARTTER ENTERPRISES PTY LTD (ACN 000 451 374)

(Defendant)

FILE NO/S:

BS 3716 of 2019

DIVISION:

Trial Division

PROCEEDING:

Trial

DELIVERED ON:

6 June 2024

DELIVERED AT:

Brisbane

HEARING DATE:

25, 26 and 28 March 2024

JUDGE:

Bowskill CJ

ORDERS:

The plaintiff’s claim is dismissed. 

CATCHWORDS:

TRADE AND COMMERCE – COMPETITION, FAIR TRADING AND CONSUMER PROTECTION LEGISLATION – CONSUMER PROTECTION – MISLEADING OR DECEPTIVE CONDUCT OR FALSE REPRESENTATIONS – where the plaintiff purchased a broiler chicken farm in November 2016 – where there was an existing broiler chicken (processing) contract in place for the farm between the seller, Repstar, and the defendant, and the existence of such a contract was necessary for the effective operation of the farm – where the broiler chicken contract was later assigned from Repstar to the plaintiff – where the broiler chicken contract included a termination clause, which provided for termination by the defendant in the event of closure of the processing plant on the giving of three months’ notice – where, in August 2017, the defendant notified the plaintiff it was closing its processing plant, and gave formal notice of termination under the contract – where, on 20 August 2016, prior to the purchase of the farm, a person who would later, once it was incorporated, become a director of the plaintiff, Mr Vorster, had a brief conversation with the general manager of the defendant’s Queensland operations, Mr Rapa – where the plaintiff’s directors say they relied on this conversation in deciding to cause the plaintiff to purchase the farm – where the plaintiff alleges that Mr Rapa failed to tell Mr Vorster that it was probable that, in or about 2017, the defendant would close its processing plant – where the plaintiff also alleges that the defendant failed to correct what Mr Rapa had said, or disclose this information, prior to consenting to the assignment of the broiler chicken contract to the plaintiff – whether the alleged conduct occurred, and was misleading or deceptive, in contravention of s 18 of the Australian Consumer Law – whether the defendant knew it was it probable that the processing plant would close in or about 2017 – whether, in any event, there was any obligation on the defendant to disclose its internal considerations in relation to the future of the processing plant – whether the directors of the plaintiff or, later, the plaintiff, relied on what was said by Mr Rapa in deciding to complete the purchase of the farm

Competition and Consumer Act 2010 (Cth), sch 2, ss 18(1), 236, 237

Addenbrooke Pty Ltd v Duncan (No 2) (2017) 348 ALR 1
Asden Developments Pty Ltd (in liq) v Dinoris (No 3) (2016) 114 ACSR 347
Butcher v Lachlan Elder Realty Pty Ltd (2004) 218 CLR…

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Details
Case
[2024] QSC 114
Decision Date

CaseChat Overview and Summary

PFJV Pty Ltd sought relief against Bartter Enterprises Pty Ltd, asserting that Bartter had engaged in misleading or deceptive conduct under section 18 of the Australian Consumer Law. PFJV had purchased a broiler chicken farm in November 2016, which was contingent upon the existence of a broiler chicken contract between the previous owner, Repstar, and Bartter. This contract included a clause allowing Bartter to terminate the agreement upon three months' notice if it closed its processing plant. In August 2017, Bartter notified PFJV of the closure of its processing plant and subsequently terminated the contract. PFJV claimed that Bartter failed to disclose information about the impending closure of the processing plant, which they believed occurred prior to the sale of the farm. Specifically, PFJV argued that Bartter's representative, Mr Rapa, did not inform Mr Vorster, who would later become a director of PFJV, about the likelihood of the plant's closure in or around 2017.

The court was tasked with determining whether Bartter's conduct was misleading or deceptive, whether Bartter knew or ought to have known about the impending closure of the processing plant, and whether Bartter had an obligation to disclose such information. Additionally, the court had to assess whether PFJV's directors or the company itself relied on the alleged non-disclosure in deciding to purchase the farm. The court examined the evidence regarding the conversation between Mr Vorster and Mr Rapa, the timing and content of any undisclosed information, and the reliance placed by PFJV on the statements made by Mr Rapa.

The court found that there was no evidence to support the claim that Bartter had an obligation to disclose its internal deliberations regarding the processing plant. Furthermore, it was determined that PFJV had not relied on any statements made by Mr Rapa in deciding to purchase the farm. Consequently, the court concluded that Bartter's conduct did not constitute misleading or deceptive conduct under the Australian Consumer Law. The court dismissed PFJV's claim in its entirety.

Orders

Orders of the court

The plaintiff’s claim is dismissed.

Background

Background to the litigation

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Evidence

Evidence Before The Court

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Decision

Reasons for decision

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Ratio Decidendi

Legal Principle Established

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