ICA Group Pty Limited v MK River Pty Limited [2007] NSWSC 145

New South Wales Supreme Court

CITATION : ICA Group Pty Limited v MK River Pty Limited [2007] NSWSC 145

HEARING DATE(S) : 13, 14, 15, 16, 17 and 30 November 2006

JUDGMENT DATE : 2 March 2007

JURISDICTION : Equity Division

JUDGMENT OF : Windeyer J at 1

DECISION : Judgment on cross-claim. Order that second cross-defendant repay first cross-claimant's loan plus interest. Second cross-claimant's claim for declaration of fiduciary duties rejected.

CATCHWORDS : CONTRACTS – Proposed joint venture to develop property – Whether joint venture memorandum void for uncertainty – Rights arising from failure of joint venture to materialise – Where proposed joint venture party lent money to joint venture company – Whether agreement for interest on loan existed – Where moneys were re-borrowed by lending party at high interest rates – Order for loan and interest to be repaid – Interest to be calculated at court rates compounded monthly - EQUITY – Fiduciary duties – Negotiations for joint venture which did not materialise – Whether property held on trust for proposed venture parties – Negotiations based on false representations - EQUITY – Maxims – Lack of clean hands – Joint venture negotiations arising through false representations

Cadman v Horner (1810) 18 Ves 10; Coal Cliff Collieries Pty Limited v Sijehama Pty Limited (1991) 24 NSWLR 1 Kettles and Gas Appliances Limited v Anthony Hordern and Sons Limited (1934) 35 SR(NSW) 108 CASES CITED : Meyers v Casey (1913) 17 CLR 90 Official Trustee in Bankruptcy v Tooheys Limited (1993) 29 NSWLR 641 United Dominions Corporation Limited v Brian Pty Limited (1985) 157 CLR 1 Viscount Clermont v Tasburgh (1819) 1 Jac & W 112;