Tigershead Pty Ltd v Property Advantage Pty Ltd

Tigershead Pty Ltd brought an action against Property Advantage Pty Ltd, along with several individual defendants, seeking relief for alleged misleading or deceptive conduct under sections 12DA of the ASIC Act and 1041H of the Corporations Act. The plaintiff relied on an information memorandum and other documents issued by the defendants when purchasing shares, which it was alleged were misleading or deceptive. The court was tasked with determining whether the conduct of the corporation and its directors amounted to misleading or deceptive conduct, and if so, what level of conduct by directors or officers would justify a finding of engagement by the officer of the corporation, thereby establishing primary liability for the contravention of the misleading or deceptive conduct provisions.

The court found that the information memorandum and other documents issued to the plaintiff contained misleading statements and omissions, which amounted to misleading or deceptive conduct under the legislation. The court held that the defendants engaged in the misleading or deceptive conduct through their directors, who were responsible for the preparation and dissemination of the documents. The court considered the extent to which the directors were involved in the misleading conduct, and found that their level of involvement was sufficient to justify a finding of primary liability under the provisions. The court also noted that the defendants had failed to take reasonable steps to prevent the misleading or deceptive conduct from occurring.

The court ordered that judgment be entered in favour of the plaintiff against each of the defendants jointly and severally, in the sum of $123,860.14, inclusive of interest up to 24 April 2025. The court also ordered that each of the defendants pay the plaintiff's costs of the proceedings. The court held that the defendants' conduct was egregious, and that the level of involvement by the directors was sufficient to justify a finding of primary liability. The court's decision serves as a reminder to directors and officers of the importance of ensuring that all documents issued by their companies are accurate and do not contain any misleading or deceptive statements.