Fedsure International Limited v NSP Financial Services Group Pty Limited and Ors [2001] NSWSC 910

New South Wales Supreme Court

CITATION : Fedsure International Limited v NSP Financial Services Group Pty Limited and Ors [2001] NSWSC 910 CURRENT JURISDICTION: Equity Division Commercial List FILE NUMBER(S) : SC 50143/01 HEARING DATE(S) : 16 October, 2001 JUDGMENT DATE : 16 October 2001

Fedsure International Limited [Plaintiff] NSP Financial Services Group Pty Limited [First Defendant] PARTIES : Kiahan Trading Limited [Second Defendant] Wayland Nominees Pty Limited [Third Defendant] Neuberg Pty Limited [Fourth Defendant] JUDGMENT OF : Palmer J

G.A.A. Nettle QC, I.G. Waller [Plaintiff] COUNSEL : S.L. Doyle SC [First Defendant] S.G. Finch SC, A.J. Payne [Second to Fourth Defendants] Clayton Utz [Plaintiff] SOLICITORS : Deacons [First Defendant] Gilbert & Tobin [Second to Fourth Defendants] CATCHWORDS : CONTRACT - CONSTRUCTION - CORPORATIONS - PRE-EMPTIVE RIGHTS - Construction of a contract for the grant of pre-emptive rights to acquire the shares of a shareholder where control of that shareholder has changed - offer to sell to other shareholders deemed to be made - whether offer is capable of acceptance if price not stipulated - held offer capable of acceptance. CASES CITED : Secured Income Real Estate (Australia) Limited v St Martins Investments Proprietary Limited (1979) 144 CLR 596 DECISION : Declarations and orders as sought by the Plaintiff.

Introduction 1 The First Defendant is a company involved in the business of providing consulting and administration services in relation to employment benefits and superannuation. The Plaintiff and the Second to Fourth Defendants are the sole shareholders of the First Defendant.