Complete Compliance Solutions Pty Ltd v Online OHS Pty Ltd [2013] NSWSC 843

Supreme Court New South Wales

Medium Neutral Citation: Complete Compliance Solutions Pty Ltd v Online OHS Pty Ltd [2013] NSWSC 843 Hearing dates: 11 and 12 June 2013 Decision date: 21 June 2013 Jurisdiction: Equity Division Before: Rein J Decision: 1. Declares the First Defendant's purported termination of the Shareholder Agreement - Online Compliance Systems Pty Ltd between the Plaintiff and the First Defendant by notice dated 26 March 2012 was invalid and of no effect. 2. Declares that the First Defendant's purported exercise of the option contained in clause 14 of the said Shareholders Agreement by letter dated 26 March 2012 was invalid and of no effect. 3. Orders the First Defendant to pay the Plaintiff's costs. Reserves the issue of special costs order sought by the Plaintiff. 4. Directs the Plaintiff to provide to the First 5. Defendant with its submissions on costs by 5pm today. 6. Directs the First Defendant to provide the Plaintiff with its submissions on costs on Friday 28 June 2013. 7. Directs the Plaintiff's to provide the First Defendant any submissions in reply by 5pm on Monday 1 July 2013. 8. Direct the Plaintiff to provide his Honour's Associate with all submissions on the issue of costs by 5pm on Monday 1 July 2013. Catchwords: CONTRACTS - whether the plaintiff breached the Shareholders Agreement - whether the plaintiff's breach was capable of rectification and proper notice was given by the first defendant Legislation Cited: Conveyancing Act 1919 (NSW) Cases Cited: Burger King v Hungry Jacks [1999] NSWSC 1029 Haulage Management Services v Towns Haulage (Manson) Pty Ltd (BC9801764, 4 July 1998, unreported, Supreme Court of Victoria, Kellam J) Kuwait Asia Bank EC v National Mutual Life Nominees Ltd [1991] 1 AC 187 Macquarie International Health Clinic Pty Ltd v Sydney South West Area Health Service [2010] NSWCA 268 Waters Lane Pty Ltd v Sweeney [2006] NSWSC 222 Waters Lane Pty Ltd v Sweeney [2007] NSWCA 200 Texts Cited: H.A.J. Ford, R.P, Austin, I.M. Ramsay, Ford's Principles of Corporations Law, LexisNexis Butterworths, Loose leaf edition Category: Principal judgment Parties: Complete Compliance Solutions Pty Limited (Plaintiff) Online OHS Pty Limited (First Defendant) Online Compliance Systems Pty Limited (Second Defendant) Representation: Counsel: Mr G. McNally (Plaintiff) Mr J. Johnson (First Defendant) Solicitors: Breene & Breene Solicitors (Plaintiff) DC Balog & Associates (First Defendant) File Number(s): 2012/101705