Georges & anor v Peter Wieland & ors [2009] NSWSC 733

New South Wales Supreme Court

CITATION : Georges & anor v Peter Wieland & ors [2009] NSWSC 733

HEARING DATE(S) : 15-18 June 2009 JURISDICTION : Equity Division

JUDGMENT OF : Brereton J

EX TEMPORE JUDGMENT DATE : 18 June 2009

DECISION : Order that agreement for sale of shares and loan agreement be specifically performed – Order that the defendants pay the plaintiffs' costs on an indemnity basis

CATCHWORDS : EQUITY – application for specific performance for contract for sale of shares and loan agreement – where contract has been part performed – where defendants have failed to pay all moneys under contract to plaintiff – where plaintiff has accordingly not transferred shares in company to the defendant – where plaintiff seeks specific performance – where shares in company have since been devalued by actions of defendant while company was under defendant's control – where it would not be possible to find an alternative purchaser for the shares – where there is difficulty in calculating damages arising from defendant's actions – where loan was for special purpose of paying plaintiff – Quistclose trust – whether loan agreement should be specifically performed

LEGISLATION CITED : (CTH) Trade Practices Act 1974

CATEGORY : Principal judgment

Barclays Bank Ltd v Quistclose Investments Ltd [1970] AC 567, [1968] 3 All ER 651 Beswick v Beswick [1968] AC 58, [1967] 2 All ER 1197 Hart v Hart (1881) 18 Ch D 670 CASES CITED : McManus RE Pty Ltd v Ward [2009] NSWSC 440 Milliangos v George Frank (Textiles) Ltd [1976] AC 443, [1975] 3 All ER 801 Turner Ltd v Bladin (1951) 82 CLR 463 Twinsectra Ltd v Yardley [2002] All ER (D) 321 (Mar), [2002] 2 AC 164 Wight v Haberdan Pty Ltd [1984] 2 NSWLR 280