SC Tours Pty. Limited & Ors. v. Singer & Ors. [1999] NSWSC 971

New South Wales Supreme Court CITATION : SC Tours Pty. Limited & Ors. v. Singer & Ors. [1999] NSWSC 971 CURRENT JURISDICTION : Equity Division FILE NUMBER(S) : No. 3258 of 1999 HEARING DATE(S) : 27th August 1999 JUDGMENT DATE : 27 September 1999

SC Tours Pty. Limited (1st Plaintiff) George Burton Sampson (2nd Plaintiff) Glenda Faye Sampson (3rd Plaintiff) PARTIES : Leslie Singer (1st Defendant) Keiko Adachi (2nd Defendant) Sector Australia Pty. Limited (3rd Defendant) Australian Panoramic Coach Pty. Limited (4th Defendant) JUDGMENT OF : Hodgson CJinEq at 1

COUNSEL : Mr. M. Tobias QC with Ms. A.E. Collins for Plaintiffs Mr. S. Motbey for Defendants SOLICITORS : Hill Thomson & Sullivan, Sydney for Plaintiffs Jenkins & Associates, Bondi Junction for Defendants CATCHWORDS : CONTRACT - SALE OF SHARES AT VALUATION - JOINT LETTERS TO VALUER - CONSTRUCTION; EQUITY - MISREPRESENTATION - SPECIFIC PERFORMANCE; TAXES AND DUTIES - PAYROLL TAX - WHETHER LIABILITY ACTUAL OR CONTINGENT ACTS CITED : Payroll Tax Act 1971 (NSW) ss.7, 13, 17, 18, 28 DECISION : See page 26 of judgment

IN THE SUPREME COURT OF NEW SOUTH WALES EQUITY DIVISION

CORAM: HODGSON, CJ in Eq.

Monday 27th September 1999

NO. 3258 OF 1999 S.C. TOURS PTY. LIMITED & ORS. V. SINGER & ORS.

JUDGMENT

1 On 17th November 1997, an agreement was made between SC Tours Pty. Limited (which I will call "SC"), George and Glenda Sampson, Leslie Singer, Australian Panoramic Coach Pty. Limited (which I will call "Auspan"), Sector Australia Pty. Limited (which I will call "Sector") and Keiko Adachi to settle proceedings No. 2035 of 1997 and No. 2344 of 1997 in the Supreme Court of New South Wales. That agreement provided, among other things, that Mr. and Mrs. Sampson should purchase from Mr. Singer his shares in SC, at a price to be determined by a valuer. There has been a valuation provided purportedly pursuant to this agreement, but there are disputes as to its validity and effect. 2 By their summons in these proceedings filed on 20th July 1999, SC and Mr. and Mrs. Sampson seek against Mr. Singer, Mr. Adachi, Sector and Auspan (1) a declaration that the valuation has a certain effect and is binding; (2) an order that the transfer of shares proceed; and (3) (in the alternative, and by amendment) an order that the valuation be completed in a certain manner. These orders are opposed by Mr. Singer. The other defendants have entered submitting appearances.