QBT Pty Ltd v Wilson [2024] NSWCA 114

Court of Appeal Supreme Court New South Wales Medium Neutral Citation: QBT Pty Ltd v Wilson [2024] NSWCA 114 Hearing dates: 11 April 2024 Date of orders: 15 May 2024 Decision date: 15 May 2024 Before: Bell CJ at [1]; Ward P at [2]; Leeming JA at [3] Decision: Appeal dismissed with costs Catchwords: CONTRACTS - construction - share sale agreement made provision for payment of "Deferred Amount" - joint venturer entitled to acquire shares owned by company being sold if written consent not provided - share sale agreement made no provision for Deferred Amount if written consent not provided but joint venturer did not acquire shares - literal meaning left Deferred Amount undetermined - text and context favoured conclusion that Deferred Amount payable if company retained shares - interpretation of contract where clauses inconsistent or lead to commercial absurdity CONTRACTS - requirement of written consent by joint venture partner - whether requirement satisfied by sale of joint venturer's interest in joint venture, thereby terminating joint venture Legislation Cited: Australian Consumer Law, s 21 Australian Securities and Investments Commission Act 2001 (Cth), s 12CB Corporations Act 2001 (Cth), s 444GA Cases Cited: Agricultural and Rural Finance Pty Ltd v Gardiner (2008) 238 CLR 570; [2008] HCA 57 Australian Broadcasting Commission v Australasian Performing Right Association Ltd (1973) 129 CLR 99; [1973] HCA 36 BP Refinery (Westernport) Pty Ltd v Shire of Hastings (1977) 180 CLR 266 Fitzgerald v Masters (1956) 95 CLR 420; [1956] HCA 53 Grant Reid Wilson atf G&L Wilson Family Trust v QBT Pty Ltd [2023] NSWSC 1255 HDI Global Specialty SE v Wonkana No 3 Pty Ltd (2020) 104 NSWLR 634; [2020] NSWCA 296 Hometeam Constructions Pty Ltd v McCauley [2005] NSWCA 303 House v The King (1936) 55 CLR 499; [1936] HCA 40 James Adam Pty Ltd v Fobeza Pty Ltd (2020) 103 NSWLR 850; [2020] NSWCA 311 Sargent v ASL Developments Ltd (1974) 131 CLR 634; [1974] HCA 40 Seymour Whyte Constructions Pty Ltd v Ostwald Bros Pty Ltd (in liq) (2019) 99 NSWLR 317; [2019] NSWCA 11 Tatham v Huxtable (1950) 81 CLR 639; [1950] HCA 56 Wilson v Wilson (1854) 5 HL Cas 40; 10 ER 811 Category: Principal judgment Parties: QBT Pty Ltd (Appellant) Grant Reid Wilson as trustee for G&L Wilson Family Trust (First Respondent) Susan Mary Hollis as trustee for The Hollis Dyson Family Trust (Second Respondent) Erca Investments Pty Limited as trustee for the Erca Investments Unit Trust (Third Respondent) Stephen John Ryan and Elizabeth Mary Ryan as trustees for the Ryan Family Superannuation Fund (Fourth Respondent) Cadnite Holdings Pty Limited as trustee for Cadnite Holdings Pty Limited Superannuation Fund (Fifth Respondent) Representation: Counsel: P Herzfeld SC and P Gaffney (Appellant) D Williams SC and A Zheng (Respondents)