Lancedale v Heath [1999] NSWSC 609

New South Wales Supreme Court CITATION : Lancedale v Heath [1999] NSWSC 609 CURRENT JURISDICTION : Equity FILE NUMBER(S) : 4373/98 HEARING DATE(S) : 23/4/99 JUDGMENT DATE : 23 June 1999

PARTIES : Lancedale Holdings Pty Limited & Anor v Heath Group Australasia Pty Limited & Anor JUDGMENT OF : Bryson J at 1

COUNSEL : J.D. Heydon QC and I.E. Davidson for Plaintiffs P. Biscoe QC and A. Lo Surdo for Defendants SOLICITORS : Hegarty & Elmgreen for Plaintiffs Norton Smith & Co. for Defendants CATCHWORDS : CONTRACTS - construction of contracts - power of amendment - derogation from accrued rights - Consideration of principle that power to abrogate rights is construed as operating prospectively (Bailey v NSW MDU 184 CLR 399 at 430) - Share Plan enabled Executives to obtain shares in the company - rules of the Share Plan became contractually binding between employer and Executive - Rules conferred power of amendment on a Committee which was appointed by the employer - rules provided for compulsory repurchase at option of employer within sixty days of termination of employment - Executive left employment, option to repurchase was not exercised - after 2 years, Committee amended rules to extend period of option, employer exercised the option and cancelled the shares. Held that the amendment was within the power of amendment and was valid. Bailey v New South Wales Medical Defence Union Limited (1995) 184 CLR 399 at 430 Swabey v Port Darwin Gold Mining Co. (1889) 1 Meg 385 Victrawl Pty Limited v Telstra Corporation Limited (1995) 183 CLR 595 at 620-621 Biotechnology v Pace (1988) 15 NSWLR 130 at 150-151. CASES CITED : Australian Broadcasting Corporation v Australasian Performing Right Association Limited (1973) 129 CLR 99 at pp109-110 Gambotto v. W.C.P. Ltd & Anor (1995) 182 CLR 432 Lock v. Westpac Banking Corporation (1991) 25 NSWLR 593 Lord Napier and Ettric v. R.F. Kershaw Limited [1999] 1 WLR 756 Gra-Ham Australia Pty Ltd v. Perpetual Trustees WA Limited [1989] 1 WAR 65 Kearns v. Hill & Anor (1990) 21 NSWLR 107 DECISION : Dismissed; See Paragraph 75