The Court of Appeal decided that statements contained in an investor presentation published on an issuer's website are theoretically capable of amounting to representations to potential secondary market purchasers.
That said, the mere placing of material on a website did not of itself create the degree of proximity necessary to give rise to a duty of care. The duty of care will only be found to exist where there is such a connection between author and recipient to allow the conclusion that the author had intended the recipient to rely on the information in a particular way. The Court considered that a well drafted disclaimer may be effective to absolve the representor of liability and found that the lengthy disclaimer on the final page of the presentation was a complete answer to Taberna's claim. However, had there been no disclaimer, the Court confirmed that any damages under section 2(1) of the Misrepresentation Act 1967 would have been limited to loss arising as a result of entry into the contract with the representor and not all losses flowing from the representation itself. This is because the 1967 Act only regulates misrepresentations between parties to a contract.