Peek v Gurney, (1873) LR 6 HL 377 is a famous case relating relating to fraudulent mis- representation and not fraud
The appellant purchased shares on the faith of false statements contained in a prospectus issued by the promoters of the company The appellant was not a person to whom shares have been allotted to on the formation of the company He had merely purchased shares from such allottees. House of Lords held that the prospectus was only addressed to the first applicants for shares. It could not be supposed to extend to others than these Thus, the appellant’s action against the promoters failed since the false statements in the prospectus were not addressed to him. Lord Cairns expressed his agreement with the observations of Lord Chelmsford and Lord Colonsay that mere silence could not be a sufficient foundation for the proceedings: ‘Mere non-disclosure of material facts, however morally censurable, however that non-disclosure might be a ground in a proper proceeding at a proper time for setting aside an allotment or a purchase of a share, would in my opinion form no ground for an action in the nature of an action for misrepresentation.’
