Sarker Trading Pty Ltd v Vanage Pty Limited

Sarker Trading Pty Ltd sued Vanage Pty Limited for breach of contract and misleading conduct. The dispute centred on the purchase of a business, with Sarker alleging that Vanage failed to fulfil a condition precedent, leading to rescission of the contract and forfeiture of deposits. Sarker further alleged that Vanage engaged in misleading conduct by making false representations about the business’s profits and rental arrangements. Vanage denied these allegations and counterclaimed for unpaid invoices.

The court needed to determine whether Vanage had indeed failed to fulfil a condition precedent, which would allow Sarker to rescind the contract and retain the deposits. Additionally, the court had to consider whether Vanage’s conduct was misleading and whether Sarker was entitled to damages. Vanage argued that the condition precedent was not valid and that Sarker had no grounds for rescission. The court also needed to decide on the amount of damages Sarker was entitled to, if any, due to misleading conduct.

The court found that Vanage had not fulfilled the condition precedent, and thus Sarker was entitled to rescind the contract and retain the deposits. The court also found that Vanage had engaged in misleading conduct by providing false information about the business's profits and rental arrangements. As a result, the court awarded Sarker damages of $105,653.19. The court dismissed Vanage's counterclaim for unpaid invoices, finding no evidence to support the claim. The court reserved all questions of costs.