TNT Australia Pty Ltd v Wilton Nominees Pty Ltd & Ors [1986] FCA 606

(FOR LIMITED DISTRIBUTION)

IN THE FEDERAL COURT OF AUSTRALIA

VICTOPIA DISTRICT REGISTRY

GENERAL DIVISION

a ly co Ee a ry ee w to nm

EX TEMPORE JUDGMENT

Between: INT AUSTRALIA PTY. LTD,

(Applicant)

And: WILTON NOMINEES PTy. LTD., JASEL NOMINEES PTY. LTD. and JOSEPH WILLIAM GEORGE WILTON

\Farst Respondents)

E fa] A

G.W.P. AARONS and R. J. GARTS IDE

(Second Respondents)

=

Coram: Ryan J.

Date: 14 November 1986

EX TEMFORE REASONS FOR JUDGMENT

By these proceedings, the applicant seeks interlocutory injunctions in the course of an application for relief under

the Trade Practices Act 1974 (C'th), ("the Act") and

otherwise, 1n respect of an agreement for the purchase by the applicant of a business from the respondent. The agreement was by deed dated 18 October 15986 and provided for the sale KN de as Le .

f ~ nena: FEDT| sc gar AUSTVALIA Pst opa REG winy a

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of a business carried on under the businéss names "Auto Care" and "Auto Trans", which involved the provision of certain specialized services ain respect of aumported and Locally

manufactured motor vehicles.

It was recited in cl.4d.1 of the deed that the business being sold comprised goodwill, equipment, stock, work in progress and the two business names. It was stipulated in cl.4.2 that the price payable by the applicant should he calculated by adding to the value of the stock and work in progress on the completion date, an amount of 31,100,000 for

the equipment and 33,180,000 for the goodwill and the

business names.

The deed further provided for payment of a deposit of $418,500 oan execution, to be held by the respondent's solicitors as stakeholder pending completion. The price for the equipment and stock was to be paid on the completion date, while the amount for work in progress was to be paid for as s00n as practicable after the work had bean completed