Bridging Capital Holdings Pty Ltd v Self Directed Super Funds Pty Ltd

Date: 10 April 2025
Court: Federal Court of Australia
Judge(s): Justice Stewart
Judgment date: 4 April 2025
Catchwords: misleading or deceptive conduct – misrepresentation in entering contract – breach of share sale agreement – entitlement to relief

Abstract:

The Federal Court of Australia recently handed down a decision addressing claims of misrepresentation and breach of contractual obligations in a share sale agreement (SSA) between two businesses.

Background and context

The case centres on a SSA between Self Directed Super Funds Pty Ltd (SDSF), represented by its sole shareholder and director Christopher Steven Harris (Harris), and Bridging Capital Holdings Pty Ltd (BCH). BCH, whose obligations were guaranteed by Ari Ben Moses (Moses), agreed to purchase shares in Exelsuper Pty Ltd and Exelsuper Advice Pty Ltd (Exelsuper), companies owned by SDSF.

The purchase price was based on adjusted earnings before interest and tax (AEBIT) valuation of 1.56 million dollars provided by Harris, resulting in a total purchase price of 9.36 million dollars.

BCH made the first payment of $2 million on 8 June 2021, acquiring 45% of Exelsuper’s issued shares. At that point, both Harris and Moses became…