From www.claytonutz.com: The Federal Court ruled in Bridging Capital Holdings Pty Ltd v Self Directed Super Funds Pty Ltd that sellers must actively disclose material information during the due diligence process, rather than relying solely on data rooms filled with documents.

The court found that the sellers breached warranties by failing to alert the buyer to critical financial information, which would have clarified misunderstandings regarding the company’s revenue.

As a result, the limitation of liability clauses in the sale agreement were deemed inapplicable.