Aberdeen Bear Pty Ltd v MJJK Investments Pty Ltd [2024] NSWCA 272

Court of Appeal Supreme Court New South Wales Medium Neutral Citation: Aberdeen Bear Pty Ltd v MJJK Investments Pty Ltd [2024] NSWCA 272 Hearing dates: 11 November 2024 Date of orders: 22 November 2024 Decision date: 22 November 2024 Before: Ward P at [1]; Gleeson JA at [2]; Kirk JA at [3] Decision: (1) Leave to appeal is granted. (2) The appellants are to file their draft notice of appeal within seven days. (3) Appeal dismissed. (4) The appellants are to pay the respondents' costs. Catchwords: CONTRACTS — Construction — parties agreed to restructure ownership of family business — parties intended to negotiate a longer form agreement — where agreement outlines how shares of the business may be sold — where applicants argues there is a right to buy out other owners — whether the terms of the agreement properly construed confer on the applicants a right to purchase — whether every term of a legally binding agreement must be capable of enforcement Legislation Cited: Corporations Act 2001 (Cth), s 233(1)(d) Cases Cited: Crawley v Short (No 2) [2010] NSWCA 97 United Rural Enterprises Pty Ltd v Lopmand Pty Ltd [2003] NSWSC 910; (2003) 47 ACSR 514 Category: Principal judgment Parties: Aberdeen Bear Pty Ltd (First applicant) James Deszo Kennedy (Second applicant) MJJK Investments Pty Ltd as trustee for the Martha Kennedy Family Trust (First respondent) MJJK Investments No. 2 Pty Ltd as trustee for the Martha Kennedy Family Trust No. 2 (Second respondent) MJJK Investments No. 3 Pty Ltd as trustee for the Martha Kennedy Family Trust No. 3 (Third respondent) Martha Kennedy (Fourth respondent) Justin Kennedy (Fifth respondent) Kennedy Watches & Jewellery Pty Ltd (Sixth respondent) Kennedy Group Holdings Pty Ltd (Seventh respondent) Timothy Cameron Calvert (Eighth respondent) Yan Kit Lam (Ninth respondent) Jonathan Carrik Martin (Tenth respondent) Douglas James Hamilton (Eleventh respondent) Representation: Counsel: C Bova SC and H Rogers (Applicants) S Robertson SC and P Walsh (First to fifth respondents) D Mitchell and J Birrell (Eighth to eleventh respondents)