Laidlaw v Hillier Hewitt Elsley Pty Ltd [2009] NSWCA 44

Appeal Outcome: Special leave dismissed with costs by the High Court, 4 September 2009 s81/2009

New South Wales Court of Appeal

CITATION: Laidlaw v Hillier Hewitt Elsley Pty Ltd [2009] NSWCA 44 This decision has been amended. Please see the end of the judgment for a list of the amendments.

HEARING DATE(S): 09/09/08

JUDGMENT DATE: 12 March 2009

JUDGMENT OF: Beazley JA at 1; Macfarlan JA at 2; Handley AJA at 23

ORDERS (a) Appeal allowed in part. DECISION: (b) Order the first respondent to pay the appellant's costs of the appeal. (c) Set aside declarations and orders 1 to 3 and 8 to 10 made on 24 July 2007. (d) In lieu thereof, order that the proceedings be remitted to the Equity Division to make a further determination as to the parties' entitlements to the goodwill of the partnership and to make such further orders including as to costs at first instance as it considers appropriate.

CATCHWORDS: CONTRACTS - Negotiations between solicitors subject to contract - whether informal arrangement by parties themselves intended to be immediately binding - PARTNERSHIP - Winding up - Negotiations between solicitors subject to contract for agreed winding up - informal arrangement between parties themselves for division of the firm's goodwill - whether intended to be immediately binding

CATEGORY: Principal judgment

ABC v XIVth Commonwealth Games (1988) 18 NSWLR 540 Barrier Wharfs Ltd v W Scott Fell & Co Ltd [1908] HCA 88; (1908) 5 CLR 647 Baulkham Hills Private Hospital Pty Ltd v G R Securities P:ty Ltd (1986) 40 NSWLR 631 Brambles Holdings Ltd v Bathurst City Council [2001] NSWCA 61; (2001) 53 NSWLR 153 Brogden v Metropolitan Railway Co (1876-77) 2 App Cas 666 Carruthers v Whitaker [1975] 2 NZLR 667 (CA) Empirnall Holdings Pty Ltd v Machon Paull Partners Pty Ltd (1988) 14 NSWLR 523 F & G Sykes (Wessex) Ltd v Fine Fare Ltd [1967] 1 Lloyds Rep 53 Howard Marine and Dredging Co Ltd v A Ogden & Sons (Excavations) Ltd [1977] EWCA Civ 3; [1978] QB 574 (CA) Integrated Computer Services Pty Ltd v Digital Equipment Corp (Aust) Pty Ltd (1988) 5 BPR at 11,117 CASES CITED: Love & Stewart v S Instone & Co (1917) 33 TLR 475 Masters v Cameron [1954] HCA 72; (1954) 91 CLR 353 Pagnam Spa v Feed Products Ltd [1987] 2 Lloyds Rep 601 (CA) Popat v Shonchhatra [1997] 1 WLR 1367 (CA) Sagacious Procurement Pty Ltd v Symbion Health Ltd [2008] NSWCA 149 Senanayake v Cheng [1966] AC 63 Sinclair Scott & Co v Naughton [1929] HCA 34; (1929) 43 CLR 310 Stephenson v Dwyer [2008] NSWCA 123 Didymi Corp v. Atlantic Lines and Navigation Co Inc (The Didymi) [1989] 2 Lloyds Rep 108 G R Securities v Baulkham Hills Private Hospital (1986) 40 NSWLR 631 Vroom BV v Fosters Brewing Group Ltd [1994] VR 32