Mainland Civil Developments Pty Ltd v Zambito Pty Ltd & Anor [2006] NSWSC 1435

New South Wales Supreme Court

CITATION : Mainland Civil Developments Pty Ltd v Zambito Pty Ltd & Anor [2006] NSWSC 1435

HEARING DATE(S) : 08 & 11/12/06

JUDGMENT DATE : 14 December 2006

JURISDICTION : Equity Division Corporations List

JUDGMENT OF : White J

EX TEMPORE JUDGMENT DATE : 12/14/2006

DECISION : See para 53 of judgment.

CATCHWORDS : CONTRACTS – General contractual principles – Construction and interpretation of contracts – Plaintiff and first defendant entered into joint venture – Pursuant to joint venture, plaintiff and first defendant formed second defendant as corporate vehicle – Second defendant acquired several lots of land in New South Wales – Dispute arose – Plaintiff commenced proceedings for dissolution of joint venture – Proceedings resolved by agreement between plaintiff and first defendant – Agreement entitled each party to specified lots of land – First defendant directed that lots be transferred to nominee – Whether, on proper construction of agreement, first defendant entitled to direct that lots be transferred to nominee – Held that first defendant entitled to make such a direction – Whether, on proper construction of agreement, joint venture was terminated by agreement – Held that joint venture was not terminated - CONTRACTS – General contractual principles – Breach – Anticipatory breach – Whether first defendant committed breach, or anticipatory breach, of joint venture by directing that lots be transferred to nominee – Where transfer of lots to nominee would leave first defendant without assets – Where first defendant remains liable to pay debts incurred by joint venture – Held that nomination an anticipatory breach of contract – Orders made restraining second defendant from transferring lots to first defendant's nominee.