The Court refused leave to amend to add claims of misfeasance in public office and unlawful interference with trade because the proposed pleading was impermissibly rolled-up across more than 20 items of conduct, failed to identify the basis of invalidity for each specific act, and did not properly plead the attribution of the requisite state of mind to the corporate defendant. Craig J accepted that systems liability (as discussed by Gordon and Edelman JJ in Productivity Partners) is available in principle to attribute intention, knowledge or recklessness to a corporation for the tort of misfeasance in public office, but held that a party relying on it must plead: (a) the existence of a system or process, (b) the actions and outcomes arising from it, (c) the intention, knowledge or recklessness revealed by or implicit within the system, and (d) that the state of mind is attributed to the corporation directly from its system. The Court also confirmed that for unlawful interference with trade, the plaintiff must plead that the acts of interference are actionable by the third party as an interference with their freedom to deal with the plaintiff, applying OBG Ltd v Allan.
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