Alora Property Group Pty Ltd as trustee for Alora Property Group Trust v Henry McKenna (as Liquidator of Alora Davies Development 104 Pty Ltd) [2022] NSWCA 197

Court of Appeal Supreme Court New South Wales Medium Neutral Citation: Alora Property Group Pty Ltd as trustee for Alora Property Group Trust v Henry McKenna (as Liquidator of Alora Davies Development 104 Pty Ltd) [2022] NSWCA 197 Hearing dates: 2 June 2022 Date of orders: 05 October 2022 Decision date: 05 October 2022 Before: Ward P at [1]; Macfarlan JA at [2]; Brereton JA at [3]. Decision: Dismiss the appeal, with costs. Catchwords: CONTRACTS – Construction and interpretation – Where shareholders agreement entitled company to project management fees in respect of development project – Whether fees became payable after development approval was granted, or at completion of project by sale – Project management expressly not limited to work in relation to development application – No source of funds for fee contemplated other than sale proceeds – Held that fees became payable only at completion of project by sale Legislation Cited: Uniform Civil Procedure Rules, rr 31.8, 31.9 Cases Cited: De Bortoli Wines Pty Ltd v HIH Insurance Ltd (in liq) [2011] FCA 645; (2011) 200 FCR 253 Hull v Thompson [2001] NSWCA 359 Rosseau Pty Ltd (in liq) v Jay-O-Bees Pty Ltd (in liq) [2004] NSWSC 818; (2004) 50 ACSR 565 Taupau v HVAC Constructions (Queensland) Pty Limited [2012] NSWCA 293 Category: Principal judgment Parties: Alora Property Group Pty Ltd (ACN 168 323 153) as trustee for Alora Property Group Trust (Appellant) Henry McKenna as Liquidator of Alora Davies Developments 104 Pty Ltd (Respondent) Representation: Counsel: