Sarina & Anor v O'Shannassy (No.2)

The parties to this proceeding were the plaintiffs, Sarina and another, and the defendant, O'Shannassy. The dispute concerned the plaintiffs' claim for damages for breach of contract and misleading and deceptive conduct arising from the sale of a business. The matter was heard in the Supreme Court of Victoria.

The court was required to determine whether the defendant had breached the sale agreement by failing to disclose certain liabilities of the business, and whether the defendant's conduct in representing the financial position of the business constituted misleading or deceptive conduct under the Australian Consumer Law. A further issue was the assessment of damages, including whether the plaintiffs were entitled to recover the full purchase price or a lesser amount representing the difference between the represented value and the actual value of the business.

In reaching its decision, the court considered the terms of the sale agreement and the evidence presented regarding the defendant's representations about the business's financial health. His Honour found that the defendant had breached the contract by failing to disclose significant liabilities and that these actions also amounted to misleading and deceptive conduct. The court applied principles of contract law concerning the interpretation of sale agreements and the remedies for breach, as well as the principles governing misleading and deceptive conduct under consumer protection legislation. The assessment of damages involved a consideration of causation and the appropriate measure of loss.

The court ordered that the defendant pay damages to the plaintiffs, with the amount to be determined following further submissions on the quantum of loss.