Shao v Crown Global Capital Pty Ltd [2024] NSWCA 302

Court of Appeal Supreme Court New South Wales Medium Neutral Citation: Shao v Crown Global Capital Pty Ltd [2024] NSWCA 302 Hearing dates: 11 December 2024 Decision date: 19 December 2024 Before: Leeming JA at [1]; Payne JA at [2]; Adamson JA at [3] Decision: (1) Dismiss the appeal. (2) Order the appellant to pay the respondents' costs of the appeal. Catchwords: CONTRACTS — construction — Facility Agreement between joint lenders and borrower company — where "Lender" in opening words of agreement refers to both individual lenders — whether reference to "Lender" in clause concerning issue of redemption notices by borrower to "the Lender" means either or both of them — where meaning of "Lender" throughout the agreement is a question of construction CONTRACTS — where Facility Agreement required two lenders nominate a bank account into which proceeds could be paid — where only one lender nominated an account — where proceeds of facility paid into nominated account in breach of requirements of agreement such that borrower did not obtain good discharge of its debt — where proceedings as between the two lenders were litigated — whether those proceedings amounted to ratification of rogue lender's nomination such that the borrower obtained good discharge of its debt — whether right of action now lies against borrower Cases Cited: Ardern v Bank of New South Wales [1956] VLR 569 Federation Insurance Limited v Wasson (1987) 163 CLR 303 at 317; [1987] HCA 34 Harrisons & Crossfield Ltd v London North Western Railway Company [1917] 2 KB 755 Howard Smith and Company Limited v Varawa (1907) 5 CLR 68; [1907] HCA 38 Lamshed v Lamshed (1963) 109 CLR 440; [1963] HCA 60 Lissenden v C.A.V. Bosch Ltd [1940] AC 412 McIntyre v Gye (1994) 51 FCR 472 McKenzie v Albany Finance Ltd [2004] WASCA 301 Mizzi v Reliance Financial Services Pty Ltd [2007] NSWSC 37 UBS AG v Tyne (2018) 265 CLR 77; [2018] HCA 45 Vella v Permanent Mortgages Pty Ltd [2008] NSWSC 505 Verschures Creameries Limited v Hull and Netherlands Steamship Company Limited [1921] 2 KB 608 Category: Principal judgment Parties: Yakun Shao (Appellant) Crown Global Capital Pty Ltd (First Respondent) Crown Group Holdings Pty Ltd (Second Respondent) Representation: Counsel: J Horowitz / M Hazan (Appellant) S A Lawrance SC / C Ernst (Respondents)