Exclusion clauses in joint venture agreements that address losses from the venture's failure do not extend to pre-contractual negligent representations that induced entry into the agreement, absent clear language to that effect. Section 51A(2) of the Trade Practices Act 1974 (Cth), which deems a corporation not to have had reasonable grounds for a representation as to a future matter, does not apply to accessorial liability claims against natural persons under s 75B(1)(c); actual knowledge of the absence of reasonable grounds must be proved. However, such knowledge may be inferred from the circumstances, including the person's role as alter ego of the corporation, admission that the representation was arbitrary, lack of relevant experience, failure to conduct research, and false denial of making the representation.
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