Donne Place P/L & Ors v Conan P/L

[2005] QCA 481

Queensland Court of Appeal

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Interrogate

Catchwords

1. Contract
2. › Sale of business
3. › Vendor's warranties
4. › Licences and permits
5. › Whether subsisting contravention of permit
6. › Noncompliance with condition where alternative mode of compliance accepted by authority
7. › Whether noncompliance constitutes contravention
1. Contract
2. › Sale of business
3. › Vendor's warranties
4. › Outstanding requisitions
5. › Whether unsatisfied lawful demand attaching legal impediment
6. › Whether noncompliance charge constituted legal impediment to business
1. Trade Practices
2. › Misleading or deceptive conduct
3. › Conduct by silence or nondisclosure
4. › Arms length commercial negotiations
5. › Whether reasonable expectation of disclosure
6. › Caveat emptor in sale of business
7. › Trade Practices Act 1974 (Cth), s 52
1. Damages
2. › Mitigation of loss
3. › Burden of proof on contract-breaker
4. › Whether vendor failed to mitigate on resale of business

Quick Take

Where a regulatory authority accepts a noncompliance charge as an alternative to literal compliance with a permit condition, under a policy that expressly contemplates this alternative, the permit holder is not in 'contravention' of the permit. In arms length commercial negotiations for the sale of a business, a vendor's failure to disclose noncompliance with a permit condition does not constitute misleading or deceptive conduct under s 52 of the TPA where the contract makes elaborate provisions for disclosure which are complied with and the purchaser is deemed to have inspected the business assets.