AUSDOC INFORMATION MANAGEMENT P/L v CENTRAL DOCUMENT STORAGE P/L & ANOR [2003] NSWSC 1013

Reported Decision : (2003) DFC 95-276

New South Wales Supreme Court

CITATION : AUSDOC INFORMATION MANAGEMENT P/L v CENTRAL DOCUMENT STORAGE P/L & ANOR [2003] NSWSC 1013 HEARING DATE(S) : 29 & 30/10/2003 JUDGMENT DATE : 30 October 2003 JURISDICTION: EQUITY JUDGMENT OF : Bryson J at 1 DECISION : Interlocutory Injunction refused: see [53].

CATCHWORDS : SALE OF BUSINESS - time for completion was specified after which each party had express power to terminate - held, time was of the essence - contractual date for completion was 30 September, neither party could or did tender performance, inconclusive communications about price adjustments after due diligence continued until 17 October when vendor terminated - vendor entered into another sale agreement with second defendant - purchaser sought specific performance and interlocutory injunction based on waiver estoppel implied representation etc. arising from vendor having continued communications with purchaser while entitled to terminate - no express reference to whether or not right to terminate would be exercised - on the facts, purchaser had poor prospects of success - interlocutory injunction refused. CASES CITED : Tanwar Enterprises Pty Limited v Cauchi [2003] HCA 57 Ausdoc Information Management Pty Ltd - Plaintiff PARTIES : Central Document Storage Pty Ltd - First Defendant Brambles Australia Limited - Second Defendant FILE NUMBER(S) : SC 5457 of 2003 Mr J. Sexton SC and L. Gyles - Plaintiff COUNSEL : Mr Hancock & Mr Donohoe - First Defendant Mr W.G. Muddle - Second Defendant Deacons Lawyers - Plaintiff SOLICITORS : Blessington Judd - First Plaintiff Cowley Hearne Lawyers Pty Ltd - Second Defendant