Warranties in share sale agreements that are defined by reference to specific documents (such as accounts prepared by nominated accountants) are inoperative if those documents never come into existence, even where the agreement provides for the warranties to be repeated at completion. A power to vary the purchase price in a call option does not extend to waiving a deposit requirement unless expressly authorised. The Court also indicated, in obiter, that s 477(2)(c) of the Corporations Act does not render assignable statutory causes of action under the Australian Consumer Law or ASIC Act that are not otherwise assignable.
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