Groz Investments Pty Ltd v Ronro Pty Ltd [2013] NSWSC 794

Supreme Court New South Wales

Medium Neutral Citation: Groz Investments Pty Ltd v Ronro Pty Ltd [2013] NSWSC 794 Hearing dates: 27 May and 28 May 2013 Decision date: 12 June 2013 Jurisdiction: Equity Division Before: Rein J Decision: Orders that Ronro owes Groz $44, 264.78 subject to offset of $34, 097.62 and any amount to which Ronro is entitled to credit under two of the four joint ventures. Catchwords: COMMERCIAL LAW - whether one joint venturer owes another joint venturer money from the finalisation of the joint venture - whether letters and minutes from a meeting constituted a binding agreement and if so, its effect Cases Cited: Toll (FGCT) Pty Ltd v Alphapharm Pty Ltd [2004] HCA 52; 219 CLR 165; 79 ALJR 129; 211 ALR 342 Pacific Carriers Ltd v BNP Paribas (2004) 218 CLR 451, (2004) 208 ALR 213; (2004) 78 ALJR 1045; [2004] HCA 35 Category: Principal judgment Parties: Groz Investments Pty Ltd (plaintiff) Ronro Pty Ltd (first defendant) Masterbuilt Pty Ltd (second defendant) Representation: Counsel: Mr G. L. Raffell (plaintiff) Mr P. Folino-Gallo (first defendant) Solicitors: Forum Law (plaintiff) Australian Business Advice (first defendant) File Number(s): 2010/363898

Judgment 1REIN J: These proceedings relate to four joint ventures in which Groz Investments Pty Ltd ("Groz") and Ronro Pty Ltd ("Ronro Pty Ltd") were involved. Mr Cains is the manager and company secretary of Groz (and the shares in the company are held by his wife, her sister and his wife's parents). Mr Winter, a solicitor, is the sole director and shareholder of Ronro. 2The first joint venture concerned land at Pymble and a third party Masterbuilt Pty Ltd ("Masterbuilt"), a company controlled by a Mr Long, an accountant, also became involved in the joint venture ("the Pymble joint venture"). 3The second joint venture between the same three parties concerned land at Dural ("the Dural joint venture"). 4The third joint venture between Groz and Ronro and Rookie Pty Ltd ("Rookie") concerned two parcels of land at Burradoo, 2 Bedford Place and No 1 St James Close. 5The fourth joint venture concerned another block of land at Burradoo at 559 Moss Vale Road Burradoo. I shall refer to the third and fourth joint ventures collectively as the Burradoo joint ventures. 6The shares in Rookie are owned by Mr Cains and his wife. Although joined as a defendant, no relief is sought against it and it has filed a submitting appearance. Masterbuilt has not appeared in the matter and Groz seeks no relief against it. The matter proceeded on the basis that Rookie's position and that of Masterbuilt do not need to be considered separately from Groz. 7The Pymble joint venture is governed by a deed (found at Exhibit B, pp 1-5,). The Dural joint venture, it is agreed, is governed by the same terms, although a deed for that joint venture was never executed. 8It seems to be accepted that the Burradoo joint venture was entered into on similar terms as Pymble and Dural joint ventures, although no documents have been produced.