Christer Nominees Pty Ltd v Calabria Community Club Ltd [2024] NSWSC 1071

Supreme Court New South Wales

Medium Neutral Citation: Christer Nominees Pty Ltd v Calabria Community Club Ltd [2024] NSWSC 1071 Hearing dates: 6 August 2024 Date of orders: 23 August 2024 Decision date: 23 August 2024 Jurisdiction: Common Law Before: Griffiths AJA Decision: 1. The plaintiff have judgment in the amount of $419,137.08, plus interest. 2. The parties should, within 7 days hereof, seek to agree the amount of interest to which the plaintiff is entitled. If agreement cannot be reached, each should within that time file and serve written submissions of no more than 3 pages in support of their respective positions on that matter. The amount of interest will then be finalised on the papers and without a further hearing. 3. The defendant pay the plaintiff's costs. Catchwords: CONTRACTS — formation — intention to create legal relations — whether inference can be drawn from relevant surrounding circumstances that the parties intended to enter legal relations — where defendant contends that written agreements were invalidly executed — where parties in protracted negotiations — where defendant subsequently paid commission fees to the plaintiff in performance of its obligations under the agreements AGENCY — authority of agent — signing documents — whether written agreements invalidly executed by a single director — where single director had implied authority to execute the agreements — where implied grant of actual authority resulted from acquiescence of the board of directors AGENCY — property, stock and business agents — whether agent complied with governing legislation — whether commission fees recoverable by agent Legislation Cited: Conveyancing Act 1919 (NSW), s 66Q(1) Corporations Act 2001 (Cth), ss 127, 128, 129 Property Stock and Business Agents Act 1941 (NSW), s 42AA(1)(e) (repealed) Property, Stock and Business Agents Act 2002 (NSW) (now known as the Property and Stock Agents Act 2002), ss 3, 28, 36, 55, 55A, 56 Property, Stock and Business Agents Regulation 2014 (NSW) (otherwise known as the Property and Stock Agents Regulation 2014), reg 8(4), Sch 1 cl 17 (repealed) Uniform Civil Procedure Rules 2005 (NSW), r 17.3 Cases Cited: Al Maha Pty Ltd v Liu [2020] NSWCA 108 Australian Broadcasting Corporation v XIVth Commonwealth Games Ltd (1988) 18 NSWLR 540 Cahill v Kiversun Pty Ltd [2017] VSC 641 Chiodo Investments Pty Ltd v Rilac Pty Ltd [2023] VSC 590 Colin R Price & Associates Pty Ltd v Four Oaks Pty Ltd (2017) 251 FCR 404; [2017] FCAFC 75 Commercial Union Assurance Company of Australia Pty Ltd v Ferrcom Pty Ltd (1991) 22 NSWLR 389 Coolangatta Property Pty Ltd t/as LJ Hooker Murwillumbuh v Emily Dyason [2011] NSWSC 884 Empirnall Holdings Pty Ltd v Machon Paull Partners Pty Ltd (1988) 14 NSWLR 523 Equiticorp Finance Ltd (in liq) v Bank of New Zealand (1993) 32 NSWLR 50 Ermogenous v Greek Orthodox Community of SA Inc (2002) 209 CLR 95; [2002] HCA 8 Freeman & Lockyer v Buckhurst Park Properties (Mangal) Ltd [1964] 2 QB 480 Greater Pacific Investments Pty Ltd (in liq) v Australian National Industries Ltd (1996) 39 NSWLR 143 Junker v Hepburn [2010] NSWSC 88 Motor Yacht Sales Australia Pty Ltd t/as The Boutique Boat Company v Cheng [2021] NSWSC 1141 Northside Developments Pty Ltd v Registrar-General (1990) 170 CLR 146; [1990] HCA 32 Oades v Ewart (1960) 61 SR (NSW) 89; [1961] NSWR 45 Terry Pfeiffer v Connors [2000] NSWSC 452 Vetter v Lake Macquarie City Council (2001) 202 CLR 439; [2001] HCA 12 Texts Cited: J D Heydon, Heydon on Contract: The General Part (2019, Lawbook Co) R P Austin, H A J Ford and I M Ramsay, Company Directors: Principles of Law and Corporate Governance (2005, LexisNexis Butterworths) Category: Principal judgment Parties: Christer Nominees Pty Ltd (Plaintiff) Calabria Community Club Ltd (Defendant) Representation: Counsel: P Wallis (Plaintiff) R Angyal SC (Defendant)