Commonwealth Numbered Acts

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 819

819. (1) This section applies where:
(a) at a time when a person (in this section called the "representative") is a
representative of only one person (in this section called the

"indemnifying principal") or of 2 or more persons (in this section called the

"indemnifying principals"), the representative:

        (i)    engages in particular eligible securities conduct; or

        (ii)   proposes, or represents that the representative proposes, to
               engage in particular eligible securities conduct;
(b) another person (in this section called the "client") does, or omits to do,
a particular act because the client believes at a particular time in good
faith that the representative engaged in, or proposes to engage in, as the
case may be, that conduct:
      (i)  on behalf of some person (in this section called the "assumed
principal") whether or not identified, or identifiable, at that time by the
client; and

        (ii)   in connection with a securities business or investment advice
               business carried on by the assumed principal; and

   (c)  it is reasonable to expect that a person in the client's circumstances
        would so believe and would do, or omit to do, as the case may be, that
        act because of that belief; whether or not that conduct is or would be
        within the scope of the representative's employment by, or authority
        from, any person.

(2) If:

   (a)  subparagraph (1) (a) (i) applies; or

   (b)  subparagraph (1) (a) (ii) applies and the representative engages in
        that conduct; then:

   (c)  as between the indemnifying principal and the client or a person
        claiming through the client, the indemnifying principal is liable; or

   (d)  as between any of the indemnifying principals and the client or a
        person claiming through the client, each of the
        indemnifying principals is liable; as the case may be, in respect of
        that conduct in the same manner, and to the same extent, as if he, she
        or it had engaged in it.

(3) Without limiting the generality of subsection (2), the indemnifying
principal, or each of the indemnifying principals, as the case may be, is
liable to pay damages to the client in respect of any loss or damage that the
client suffers as a result of doing, or omitting to do, as the case may be,
the act referred to in paragraph (1) (b).

(4) If:

   (a)  there are 2 or more indemnifying principals;

   (b)  2 or more of them are parties (in this subsection called the

"indemnifying parties") to a proceeding in an Australian court;

   (c)  it is proved for the purposes of the proceeding:

        (i)    that the representative engaged in that conduct as a
               representative of some person; and

        (ii)   who that person is; and

   (d)  that person is among the indemnifying parties; subsections (2) and (3)
        do not apply, for the purposes of the proceeding, in relation to the
        indemnifying parties other than that person.