Peekay Intermark Ltd v Australia and New Zealand Banking Group Ltd [2006]
Court: Court of Appeal
Facts: Peekay Intermark Ltd (C) purchased securities from Australia and New Zealand Banking Group Ltd (D). After suffering losses, Peekay sued ANZ for misrepresentation. A key part of the contract was the Risk Disclosure Statement, which Peekay had signed. This statement indicated that Peekay fully understood the transaction, was aware of the associated risks, and had determined the transaction was suitable. ANZ argued that Peekay was estopped from claiming misrepresentation due to this non-reliance clause.
Issue: Did the Risk Disclosure Statement effectively prevent Peekay from claiming that they were induced into the contract by ANZ’s misrepresentation?
Held: The Court of Appeal ruled that Peekay had not been induced to enter the contract by ANZ's misrepresentation and was estopped from asserting otherwise due to the Risk Disclosure Statement. Non-reliance clauses, such as the Risk Disclosure Statement in this case, can effectively exclude claims of inducement by misrepresentation if the parties clearly express their intention to give up such rights. This creates a form of estoppel that prevents a party from later arguing that they were misled. Since Peekay’s employee signed the Risk Disclosure Statement, it was determined that Peekay could not claim to have been induced by misrepresentation in entering the transaction.
Key Judicial Statements - Moore-Bick LJ: He explained that contractual estoppel allows parties to agree that a certain state of affairs forms the basis for their transaction, even if that state of affairs is disputed or incorrect. When this agreement is documented in a contract, neither party can later deny the agreed-upon facts. This principle helps establish a clear basis for the contract and its performance.
💡 Leveluplaw: This case highlights the strength of non-reliance clauses in negating claims of misrepresentation. By signing the Risk Disclosure Statement, Peekay effectively agreed that it was not induced by any misrepresentations, thereby barring any such claims. This underscores the importance of carefully reviewing and understanding all contractual documents, as signing such agreements can have significant implications for future claims.