The Court held that representations made by an external consultant introducing investors to a pre-IPO share subscription were attributable to the company under s 139B(2) of the Competition and Consumer Act and s 12GH(2) of the ASIC Act, where the consultant used a company email address, styled himself as 'Global Business Development Manager' to the company's knowledge, and was engaged to introduce potential investors. The Court found the company's formal offer letter formed part of a misleading course of conduct because it did not qualify or correct the consultant's prior false representations about imminent ASX listing, but declined to find that the letter impliedly represented that a listing application would be made 'within a reasonable time' as this would be inconsistent with the express prior representations. The sole director was not personally liable for misleading conduct in signing the offer letter because her role was ministerial in nature, she had no knowledge of the consultant's prior representations, and the letter did not itself convey the implied representation alleged against her.
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