Peekay Intermark Ltd v Australia and New Zealand Banking Group Ltd [2006]
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Peekay Intermark Ltd v Australia and New Zealand Banking Group Ltd [2006] EWCA Civ 386 revolved around the effectiveness of a non-reliance clause in excluding liability for misrepresentations and giving rise to contractual estoppel.
Peekay had purchased securities from ANZ and later sued ANZ for misrepresentation after suffering losses. The crucial aspect of the case was the Risk Disclosure Statement that formed part of the contract, which Peekay had signed. This statement declared that Peekay fully understood the transaction, was aware of the associated risks and practices, and had determined the transaction to be suitable. ANZ argued that Peekay was estopped from claiming inducement into the contract by misrepresentation due to the presence of the Risk Disclosure Statement.
The Court of Appeal held that Peekay had not been induced to enter into the contract by ANZ's misrepresentation. Additionally, entering into the Risk Disclosure Statement created a contractual estoppel, preventing Peekay from asserting otherwise. Moore-Bick LJ, delivering the judgment, explained the doctrine of contractual estoppel. He highlighted that parties to a contract could agree that a certain state of affairs should form the basis for the transaction, and if they express such an agreement in a contractual document, they cannot subsequently deny the existence of the agreed-upon facts and matters. This doctrine allows parties to settle disagreements about existing states of affairs to establish a clear basis for the contract and its subsequent performance.
Moore-Bick LJ emphasised that non-reliance clauses, such as the one in the Risk Disclosure Statement, enable parties to give up the right to assert inducement by misrepresentation if their intention is clearly expressed. In the current case, since Peekay's employee signed the risk disclosure statement, it could not be argued that Peekay entered into the transaction induced by misrepresentation.
The case sets a precedent for the effectiveness of non-reliance clauses in excluding liability for misrepresentations and invoking contractual estoppel. The Risk Disclosure Statement, acting as a non-reliance clause, demonstrated the parties' agreement that Peekay was entering into the agreement without inducement by ANZ's statements. This case was later affirmed in Springwell v JP Morgan Chase [2010], reinforcing the principles established in Peekay Intermark Ltd v Australia and New Zealand Banking Group Ltd.
Peekay had purchased securities from ANZ and later sued ANZ for misrepresentation after suffering losses. The crucial aspect of the case was the Risk Disclosure Statement that formed part of the contract, which Peekay had signed. This statement declared that Peekay fully understood the transaction, was aware of the associated risks and practices, and had determined the transaction to be suitable. ANZ argued that Peekay was estopped from claiming inducement into the contract by misrepresentation due to the presence of the Risk Disclosure Statement.
The Court of Appeal held that Peekay had not been induced to enter into the contract by ANZ's misrepresentation. Additionally, entering into the Risk Disclosure Statement created a contractual estoppel, preventing Peekay from asserting otherwise. Moore-Bick LJ, delivering the judgment, explained the doctrine of contractual estoppel. He highlighted that parties to a contract could agree that a certain state of affairs should form the basis for the transaction, and if they express such an agreement in a contractual document, they cannot subsequently deny the existence of the agreed-upon facts and matters. This doctrine allows parties to settle disagreements about existing states of affairs to establish a clear basis for the contract and its subsequent performance.
Moore-Bick LJ emphasised that non-reliance clauses, such as the one in the Risk Disclosure Statement, enable parties to give up the right to assert inducement by misrepresentation if their intention is clearly expressed. In the current case, since Peekay's employee signed the risk disclosure statement, it could not be argued that Peekay entered into the transaction induced by misrepresentation.
The case sets a precedent for the effectiveness of non-reliance clauses in excluding liability for misrepresentations and invoking contractual estoppel. The Risk Disclosure Statement, acting as a non-reliance clause, demonstrated the parties' agreement that Peekay was entering into the agreement without inducement by ANZ's statements. This case was later affirmed in Springwell v JP Morgan Chase [2010], reinforcing the principles established in Peekay Intermark Ltd v Australia and New Zealand Banking Group Ltd.
