Andrew Michael Page v Good Impressions Offset Printing Pty Ltd (Administrators Appointed) [2012] NSWSC 1047

Supreme Court New South Wales

Medium Neutral Citation: Andrew Michael Page v Good Impressions Offset Printing Pty Ltd (Administrators Appointed) [2012] NSWSC 1047 Hearing dates: 11, 12 July 2012 Decision date: 12 July 2012 Jurisdiction: Equity Division - Corporations List Before: Brereton J Decision: Proceedings dismissed; plaintiff to pay second defendant's costs on the ordinary basis until and including 26 June 2012 and thereafter on the indemnity basis Catchwords: Contract - whether parties agreed on essential terms - whether post-contractual conduct can be taken into account - whether agreement on price evidence of binding contract - essential terms still to be agreed - evidence that negotiations were ongoing

Corporations - oppression - whether oppressive conduct established - whether share-buy out order appropriate

Costs - whether indemnity costs should be ordered - whether offer of compromise made - whether basis to depart from ordinary rule Legislation Cited: (Cth) Corporations Act 2001, s 233(1)(d) (NSW) Uniform Civil Procedure Rules 2005, r 20.26, r 42.15A Cases Cited: Howard Smith & Co Ltd v Varawa [1907] HCA 38; (1907) 5 CLR 68 Barrier Wharfs Limited v W Scott Fell & Co Ltd [1908] HCA 88; (1908) 5 CLR 647 B Seppelt & Sons Ltd v Commissioner for Main Roads (1975) 1 BPR 9147 Film Bars Pty Ltd v Pacific Film Laboratories Pty Ltd (1979) 1 BPR 9215 Clifton v Palumbo [1944] 2 All ER 497 Calderbank v Calderbank [1975] 3 All ER 333 Category: Principal judgment Parties: Andrew Michael Page (First Plaintiff) Good Impressions Offset Printing Pty Ltd ACN 002 306 587 (Administrators Appointed) (First Defendant) Peter Bruce Edwards (Second Defendant) Representation: Counsel: D C Eardley (Plaintiff) M Doble (Solicitor) (First Defendant) J Darvall (Second Defendant) Solicitors: Herring & Associates (Plaintiff) Eakin McCaffrey Cox (First Defendant) Paul Mattick & Associates (Second Defendant) File Number(s): 2011/43083