Grant Reid Wilson atf G&L Wilson Family Trust v QBT Pty Limited [2023] NSWSC 1255

Supreme Court New South Wales

Medium Neutral Citation: Grant Reid Wilson atf G&L Wilson Family Trust v QBT Pty Limited [2023] NSWSC 1255 Hearing dates: 25 to 27 September 2023; On the papers Decision date: 26 October 2023 Jurisdiction: Equity - Commercial List Before: Ball J Decision: (1) Judgment for the first plaintiff in the sum of $2,298,648.90; (2) Judgment for the second plaintiff in the sum of $1,706,935.04; (3) Judgment for the third plaintiff in the sum of $356,229.62; (4) Judgment for the fourth plaintiff in the sum of $104,682.26; (5) Judgment for the fifth plaintiff in the sum of $104,682.26; (6) The defendant to pay the plaintiffs' costs as agreed or assessed. Catchwords: CONTRACTS — Construction — Interpretation — Whether share sale agreement required payment of deferred amount — Where deferred amount held in escrow pending a binary outcome — Interpretation of contract where clauses inconsistent or interpretation leads to commercial absurdity CIVIL PROCEDURE — Originating process — Amendment — Where plaintiffs sought leave to amend pleadings on second day of hearing, following questions posed by the Court in the first day — Whether defendant prejudiced by inability to investigate evidentiary matters and positive defences to a new claim — Whether defences purely speculative CONTRACTS — Construction — Interpretation — Where a joint venture party may provide written consent to a change in control of another party to the joint venture — Where instead of expressly consenting, the party transferred its shares to the party which experienced a change in control — Whether the signed transfer agreement constituted written consent Legislation Cited: Competition and Consumer Act 2010 (Cth), Sch 2 – Australian Consumer Law Australian Securities and Investments Commission Act 2001 (Cth) Civil Procedure Act 2005 (NSW) Cases Cited: Australian Broadcasting Commission v Australasian Performing Right Association Ltd (1973) 129 CLR 99 Australian Securities and Investments Commission v Kobelt (2019) 267 CLR 1; [2019] HCA 18 Barclays Bank Ltd v Quistclose Investments Ltd [1970] AC 567 Darlington Futures Ltd v Delco Australia Pty Ltd (1986) 161 CLR 500 Electricity Generation Corporation v Woodside Energy Ltd (2014) 251 CLR 640; [2014] HCA 7 Fitzgerald v Masters (1956) 95 CLR 420 Hometeam Constructions Pty Ltd v McCauley [2005] NSWCA 303 HP Mercantile Pty Ltd v Hartnett [2016] NSWCA 342 Re Media Entertainment and Arts Alliance; ex parte Spotlight Pty Ltd v Fatseas Investments Pty Ltd [2020] NSWCA 132 Hoyts Corporation Pty Ltd (1993) 178 CLR 379 Taylor v Dexta Corporation Limited [2006] NSWCA 310 Wilkie v Gordian Runoff Ltd (2005) 221 CLR 522; [2005] HCA 17 Zhang v ROC Services (NSW) Pty Ltd (2016) 93 NSWLR 561; [2016] NSWCA 370 Texts Cited: Chitty on Contract (29th ed), vol 1 Category: Principal judgment Parties: Grant Reid Wilson as trustee for G&L Wilson Family Trust (First Plaintiff) Susan Mary Hollis as trustee for The Hollis Dyson Family Trust (Second Plaintiff) Erca Investments Pty Limited as trustee for the Erca Investments Unit Trust (Third Plaintiff) Stephen John Ryan and Elizabeth Mary Ryan as trustees for the Ryan Family Superannuation Fund (Fourth Plaintiff) Cadnite Holdings Pty Limited as trustee for Cadnite Holdings Pty Limited Superannuation Fund (Fifth Plaintiff) QBT Pty Limited (Defendant) Representation: Counsel: DL Williams SC with A Zheng (Plaintiffs) P Gaffney (Defendant)