In the matter of Waterfront Investments Group Pty Limited (in liquidation) [2015] NSWSC 18

Supreme Court New South Wales

Medium Neutral Citation: In the matter of Waterfront Investments Group Pty Limited (in liquidation) [2015] NSWSC 18 Hearing dates: 5 – 7 and 11 – 13 November 2014 Decision date: 05 February 2015 Jurisdiction: Equity Division - Corporations List Before: Black J Decision: Parties to bring in agreed short minutes of order to give effect to judgment and dealing with costs within 21 days or, in the absence of agreement, their respective draft short minutes of order and short submissions as to the differences between them. Catchwords: CONTRACT – construction – where second plaintiff, first defendant and third defendant entered into agreements for sale of relevant properties – whether special conditions to agreements stipulated manner of payment of purchase price to be by payment of monetary currency and delivery of commodity – whether failure to deliver commodity gave rise to claim in debt.

CONTRACT – breach – whether first and third defendants breached obligation to make payment of purchase price – defences – whether collateral contract existed between second plaintiff and first defendant – whether obligation of first defendant under relevant agreement to make payment of specified purchase price was a sham – whether plaintiff has established quantum of loss or damage caused by failure to deliver commodity – whether equitable lien established for unpaid portion of purchase price.

CORPORATIONS – winding up – winding up in insolvency – uncommercial transactions – where company was insolvent at relevant times – whether agreements for sale of property were uncommercial transactions – whether a reasonable person in company's circumstances would not have entered into relevant transactions.