Prospect Resources v Molyneux [2014] NSWSC 1096

Supreme Court New South Wales

Medium Neutral Citation: Prospect Resources v Molyneux [2014] NSWSC 1096 Hearing dates: 04/08/2014, 05/08/2014 Decision date: 15 August 2014 Jurisdiction: Equity Division - Commercial List Before: McDougall J Decision: Summons dismissed with costs. Catchwords: CONTRACTS - general contractual principles - conditions precedent - whether conditions precedent had been satisfied or waived - whether conditions were 'precedent' or 'subsequent' - where condition precedent expressly for the benefit of one party - where conditions precedent include a requirement to reasonably satisfy a party that conditions precedent in another agreement, involving different parties, had been satisfied or waived - where parties to other agreement entered into deed to postpone date for compliance with conditions precedent - where parties to other agreement signed letter indicating conditions precedent had been satisfied - whether parties could be 'reasonably satisfied' of conditions precedent which had not, in fact, be satisfied - whether extending time for fulfilment of conditions precedent amounted to a waiver of conditions precedent - whether letter signed by parties to other agreement sufficient to 'reasonably satisfy' of fulfilment of conditions precedent where parties had a financial interest in fulfilment of the agreement EQUITY - equitable remedies - specific performance - damages - whether to grant damages or specific performance of a subscription agreement - whether a company's unissued capital has any value Cases Cited: Agricultural and Rural Finance Pty Ltd v Gardiner (2008) 238 CLR 570 Expense Reduction Analysts Group Pty Ltd v Armstrong Strategic Management and Marketing Pty Ltd (2013) 250 CLR 303 Gange v Sullivan (1966) 116 CLR 418 Hunt v Wilson [1978] 2 NZLR 261 Perri v Coolangatta Investments Pty Limited (1982) 149 CLR 537 Pilmer v Duke Group Limited (in Liquidation) (2001) 207 CLR 165 Category: Principal judgment Parties: Prospect Resources Limited (Plaintiff) Alexander Molyneux (First Defendant) Blumont Group Ltd (Second Defendant) Pacific Advisers Pty Ltd (Third Defendant) Representation: Counsel: JC Giles (Plaintiff) A Willinge (First, Second and Third Defendants) Solicitors: Whittens Lawyers and Consultants (Plaintiff) Allion Legal (First, Second and Third Defendants) File Number(s): 2013/360199