Trust Company Limited v Noosa Venture 1 Pty Limited [2010] NSWSC 1334

Reported Decision : 80 ACSR 485

New South Wales Supreme Court

CITATION : Trust Company Limited v Noosa Venture 1 Pty Limited [2010] NSWSC 1334

HEARING DATE(S) : 18, 19, 25, 26, 27, 28 and 29 October 2010

JUDGMENT DATE : 19 November 2010

JURISDICTION : Equity Division

JUDGMENT OF : Windeyer AJ

1. The amended originating process be dismissed. 2. The plaintiffs pay the costs of the defendants. DECISION : 3. The cross-claim be dismissed. 4. The cross-claimants pay the costs of the cross-defendants. 5. The exhibits may be returned to be retained by the solicitors in their present form for 28 days and returned to the court in the event an appeal is lodged.

CATCHWORDS : CONTRACTS - Breach of contract - claim of repudiation but no acceptance or termination - claim for damages for loss of bargain - whether maintainable without termination - CONTRACTS - Readiness, willingness and ability to perform put into issue - whether precondition to cause of action - CONTRACTS - Damages - whether damages for loss of bargain recoverable if contract not terminated - CORPORATIONS - Two shareholders in deadlock - a joint venture contract included provisions to resolve deadlock - whether defendants wrongly activated deadlock procedure - whether defendant shareholders guilty of oppressive conduct - CORPORATIONS - Corporations Act s 232 and s 233 - whether order can be made under s 233 in case of company trustee of unit trust requiring one unit holder to purchase share of other unit holder. - CORPORATIONS - Corporations Act s 181 and s 182 - whether breach of duties of directors can give rise to claim for damages under s 1324(10) where no injunction sought

Companies (NSW) Code LEGISLATION CITED : Corporations Act 2001 Lord Cairns' Act (s 68 of the Supreme Court Act)