Semantic Software Asia Pacific Ltd v Ebbsfleet Pty Ltd

In *Semantic Software Asia Pacific Ltd v Ebbsfleet Pty Ltd*, the Court of Appeal of New South Wales considered an appeal concerning claims for breach of contract and misleading or deceptive conduct. The dispute arose from a contract for the sale of shares, where the purchasers (respondents) alleged that the vendor (appellant) had breached contractual guarantees and engaged in misleading or deceptive conduct regarding the value of those shares.

The primary legal issues before the Court of Appeal were whether the trial judge had erred in finding that a contractual guarantee was given by the first appellant only, whether the respondents had established a breach of contract, and whether the trial judge had erred in relying on certain expert evidence concerning the value of the shares. Additionally, the court considered whether the respondents had established reliance on a particular representation, and whether the trial judge’s handling of expert evidence, particularly the unavailability of a US-based expert for cross-examination due to cost, amounted to a denial of procedural fairness to the self-represented defendants.

The Court of Appeal allowed the appeal in part. It found that the trial judge had erred in several respects, including in relation to the contractual guarantee and the findings of misleading and deceptive conduct. The court also determined that the trial judge’s rejection of the expert report, while understandable given the circumstances, did not constitute a denial of procedural fairness, as the defendants had not indicated any intention to seek an adjournment to facilitate the expert’s attendance. Consequently, the court set aside the judgments entered at first instance concerning the contract claim against Semantic Software Asia Pacific Ltd and the misleading and deceptive conduct claims against Semantic Software Asia Pacific Ltd and Mr Bradley. The court also varied the costs orders.