Wet Fix Holdings Pty Ltd v Gillion Pty Ltd [2021] FCA 67

FEDERAL COURT OF AUSTRALIA

Wet Fix Holdings Pty Ltd v Gillion Pty Ltd [2021] FCA 67 File number: NSD 721 of 2017

Judgment of: MARKOVIC J

Date of judgment: 5 February 2021

Catchwords: CONTRACTS – construction of agreements relating to the sale of a business – where one company was the operating entity and another company owned the assets of the business including the shares in the operating entity – claim for recovery of an alleged overpayment of the purchase price under a share sale agreement – where adjustments were made to the purchase price by reference to a balance sheet made available after settlement – whether applicant is precluded from raising objections to the purchase price and balance sheet – whether objections have been made out – claim dismissed – cross-claim for recovery of amount advanced under a vendor finance agreement – cross-claim allowed

Cases cited: Australian Securities and Investments Commission v Hellicar (2012) 247 CLR 345 Jones v Dunkel (1959) 101 CLR 298 Mount Bruce Mining Pty Ltd v Wright Prospecting Pty Ltd (2015) 256 CLR 104 Toohey v Gunther (1928) 41 CLR 181

Division: General Division

Registry: New South Wales

National Practice Area: Commercial and Corporations

Sub-area: Commercial Contracts, Banking, Finance and Insurance

Number of paragraphs: 327

Date of hearing: 7, 8, 9, 10 and 14 September 2020

Counsel for the Applicant: Mr E Hyde and Mr T Rogan

Solicitor for the Applicant: BT Lawyers

Counsel for the Respondent: Mr M Henry SC and Ms M Cowden

Solicitor for the Respondent: Brown Wright Stein Lawyers