William John Groves v Matt O’Connor & Associates Pty Ltd as trustee for the Matt O’Connor Family Trust [2015] NSWSC 664

Supreme Court New South Wales

Medium Neutral Citation: William John Groves v Matt O'Connor & Associates Pty Ltd as trustee for the Matt O'Connor Family Trust [2015] NSWSC 664 Hearing dates: 4, 5, 6, 11 and 12 August 2014 and 14 October 2014 Date of orders: 29 May 2015 Decision date: 29 May 2015 Jurisdiction: Equity Division Before: Slattery J Decision: The plaintiff elected to accept completion under the deed and therefore cannot rely on the deed's summary judgment provisions. Catchwords: CONTRACT – sale of accounting practice – deed of agreement to settle litigation between vendor and purchaser of practice – deed required on the completion date the provision of client files and information – whether client files and information provided in accordance with the deed.

CONSTRUCTION OF CONTRACTS – principles of the construction of commercial agreements – deed deficient in specifying precise obligations of parties to deliver accessible databases under deed of agreement – meaning of delivery obligations under deed.

CONSTRUCTION OF CONTRACTS – election – principles of election where inconsistent rights under agreement. Cases Cited: Andrews v Australia and New Zealand Banking Group Ltd (2012) 247 CLR 205 Central London Property Trust Ltd v High Trees House Ltd [1947] KB 130 Commonwealth v Verwayen (1990) 170 CLR 394 Electricity Generation Corporation v Woodside Energy Ltd (2014) 251 CLR 640 Murphy v Yolanda Nominees Pty Ltd (Supreme Court (Vic), Nathan J, 13 March 1992, unrep) Ringrow Pty Ltd v BP Australia Pty Ltd (2005) 224 CLR 666 Sargent v ASL Developments Ltd (1974) 131 CLR 634 Thompson v Palmer (1933) 49 CLR 507 Tropical Traders Ltd v Goonan (1964) 111 CLR 41 Waltons Stores (Interstate) Ltd v Maher (1988) 164 CLR 387 Category: Principal judgment Parties: Plaintiff: William John Groves First defendant: Matt O'Connor & Associates Pty Ltd ATF Matt O'Connor Family Trust Second defendant: Matthew O'Connor Representation: Counsel: Plaintiff: A. D'Arville Defendants: Mrs J. Whitaker