Semrani v Manoun

The New South Wales Court of Appeal considered an appeal concerning allegations of misleading and deceptive conduct. The appellant, Mr Semrani, alleged that the respondent, Mr Manoun, engaged in such conduct by remaining silent about certain matters during negotiations for the sale of a business. The primary dispute revolved around whether Mr Manoun's silence amounted to a misrepresentation or misleading and deceptive conduct under the *Trade Practices Act 1974* (Cth) (now the *Australian Consumer Law*).

The central legal issues before the Court of Appeal were whether Mr Manoun had a duty to disclose the information that Mr Semrani claimed was withheld, and if so, whether his failure to do so constituted misleading or deceptive conduct. The Court also had to determine whether, assuming misleading conduct occurred, it caused loss to Mr Semrani, and if so, the appropriate measure of damages.

The Court of Appeal affirmed the primary judge's finding that Mr Manoun's silence did not amount to misleading or deceptive conduct. The Court reasoned that for silence to be misleading, there must be a reasonable expectation that disclosure would be made. In this instance, the Court found that the circumstances of the negotiation did not create such an expectation. Furthermore, even if there had been misleading conduct, the Court found that Mr Semrani had not established a causal link between the alleged silence and his loss.

Consequently, the appeals were dismissed with costs.