High Court of Australia

Forrest v Australian Securities and Investments Commission [2012] HCA 39

Fortescue Metals Group Ltd v Australian Securities and Investments Commission

247 CLR 486; 86 ALJR 1183; 291 ALR 399

2 Oct 2012

Case Number: P44/2011 P45/2011


French CJ, Gummow, Hayne, Heydon, Kiefel JJ


Corporations law – Misleading or deceptive conduct – Fortescue made agreements with Chinese state-owned entities to build, transfer and finance mining infrastructure – Forrest and Fortescue made public statements that binding agreements entered into – Whether statements were of opinion or fact – Whether ordinary or reasonable member of audience would understand statements as making representation about enforceability of agreements in Australian law – Whether statements misleading or deceptive or likely to mislead or deceive.

Corporations law – Continuous disclosure – Fortescue made statements to Australian Securities Exchange about agreements without publishing actual agreements – Whether obliged to disclose actual terms of agreements.

Practice and procedure – Pleadings – Statement of claim pleaded numerous allegations in alternative – Whether drafting of statement of claim in this manner desirable or appropriate.

Words and phrases – "binding contract", "extreme or fanciful", "misleading or deceptive", "opinion", "ordinary or reasonable member of audience".

Corporations Act 2001 (Cth) – ss 180(1), 674, 1041H.

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