Calvo v Ellimark Pty Ltd [2016] NSWCA 136

Court of Appeal Supreme Court New South Wales Medium Neutral Citation: Calvo v Ellimark Pty Ltd [2016] NSWCA 136 Hearing dates: 24, 25 May 2016 Decision date: 17 June 2016 Before: Ward JA at [1]; Gleeson JA at [18]; Leeming JA at [19] Decision: 1. Appeal allowed.

2. Set aside orders 1D, 2, 8, 9, 10, 11 and 12 made on 22 October 2015.

3. Direct Mrs Calvo to file and serve, within 14 days of today, a copy of such further orders as are sought by her, and brief written submissions in support of such orders, including whether those orders should be determined on the papers.

4. Direct Ellimark and Ms Johnson to file and serve, within 28 days of today, a copy of such further orders as are sought by it and her, and brief written submissions in support of such orders, including whether those orders should be determined on the papers.

5. Direct Mrs Calvo to file and serve, within 35 days of today, a note of any additional matters which, in light of the respondents' submissions, are agreed, and any submissions in reply on matters which are not agreed. Catchwords: CONTRACT – deed entitled but did not oblige shareholder to acquire a parcel of shares at a price determined by a valuation – shareholder obliged to give written notice if it did not want to purchase the shares – dispute over whether valuation valid – exchange of offers at different prices to transfer the shares – proper construction of deed – whether correspondence indicating preparedness to buy shares at different prices amounted to written notice that shareholder did not want to purchase the shares – Contracts Review Act 1980 (NSW) – deed executed at commencement of trial in conjunction with loan to pay for litigation – whether deed unfair because solicitor should have taken steps to obtain alternative representation