D, E and F are partners in DEF and CO, a firm of accountants which acts as the auditor of Fox Ltd. N, a minority shareholder in Fox Ltd, wrote to D 'in confidential', asking if he could rely on DEF and Co's audit report for the accounting period ended 31 July 2021, as he was considering making a take-over bid for the entire share capital of Fox. D sent a letter to N stating that the report could indeed be relied upon by N, but pointed out that DEF and Co's would not accept any responsibility for financial loss caused by the reliance of any person on statements contained in the report'.

N subsequently acquired the share capital of Fox Ltd, but now considers that he has paid far too much for the shares as a result of relying on statements within the audit report which have proved to be inaccurate.

Is there a special relationship between def and n. Was there a joint oversight between them? What is the prudent behavior of shareholders?