Ramadan v ACN 098 408 176 Pty Ltd

This case concerned an appeal from a decision of a single Judge of the Supreme Court of South Australia. The appellant, Mrs Ramadan, had sought to set aside a mortgage over her home, which she had provided as security for a loan made by the first respondent, ACN 098 408 176 Pty Ltd (Unique Finance), to Ballsam Pty Ltd. The trial Judge had found that Unique Finance had engaged in unconscionable conduct and deferred the question of relief. However, the claim against the second respondent, Mr Ventrice, was dismissed on the basis that he was not found to be intentionally involved in the contravention.

The legal issues before the Full Court were whether the trial Judge erred in dismissing the claim against Mr Ventrice, and whether the trial Judge was correct in finding that Unique Finance had engaged in unconscionable conduct. Specifically, the Court had to consider the nature of "involvement" for the purposes of ancillary liability under the Australian Securities and Investments Commission Act 2001 (Cth) (ASIC Act), and whether Mr Ventrice's presence and role at the meeting where Mrs Ramadan signed the mortgage documents constituted such involvement. The Court also had to determine if the circumstances surrounding Mrs Ramadan's execution of the mortgage documents amounted to unconscionable conduct, particularly given her limited English proficiency and lack of understanding of the transaction.

The Full Court upheld the trial Judge's finding that Unique Finance had engaged in unconscionable conduct. The Court reasoned that Mrs Ramadan suffered from a special disability due to her limited English, illiteracy, and lack of understanding of the transaction, and that Unique Finance, through its solicitor, had taken unfair advantage of this disability. The Court noted that the terms of the transaction were uncommercial and that it should have been obvious that Mrs Ramadan required a full explanation, which was not provided. Regarding Mr Ventrice, the Court found that while he was present at the meeting and was the sole director and beneficiary of Unique Finance, there was insufficient evidence to establish that he was intentionally involved in the unconscionable conduct. The trial Judge's finding that Mr Ventrice was not intentionally involved was therefore upheld.

Consequently, the appeal was dismissed. The Full Court affirmed the trial Judge's finding of unconscionable conduct by Unique Finance and the dismissal of the claim against Mr Ventrice.