Catchwords:

APPEALS – further and fresh evidence – whether appellants should be granted leave to rely upon further and fresh evidence – distinction between further evidence and fresh evidence under s 75A of the Supreme Court Act 1970 (NSW) – whether special grounds shown to admit further evidence – whether fresh evidence should be admitted

APPEALS – application to amend grounds of appeal – whether leave should be granted to appellants for proposed additional grounds of appeal – where no prejudice to respondents

APPEALS – whether appellants permitted to raise new issues on appeal – where conduct of the hearing in the Court below proceeded by way of detailed agreed statement of issues – whether possibility that new issues could have been met by evidence at the hearing below

APPEALS – from findings of fact – credibility of witnesses – whether primary judge erred in making adverse credibility findings against appellants – where extensive submissions as to credit findings made by counsel – whether primary judge denied appellants procedural fairness contrary to the rule in Browne v Dunn

CONTRACTS – construction – share sale agreement – whether primary judge erred in construction of cl 3.3 of the agreement – whether primary judge erred in concluding appellants waived rights – whether ordinary and natural meaning of the words – agreement read as a whole according to terms

CONTRACTS – knowledge – whether primary judge erred in finding solicitor’s knowledge imputed to appellants – where solicitor’s knowledge obtained in the course of carrying out the share sale

RESCISSION – whether primary judge erred in failing to order partial rescission of appellants’ obligation to pay vendor finance – restitutio in integrum – whether partial rescission available in equity or under s 243 of the Australian Consumer Law – whether primary judge erred taking into account considerations of delay and receivership to conclude partial rescission not available – no causal connection