Thomas v UTS Rail Pty Ltd [2016] NSWSC 991

Supreme Court New South Wales

Medium Neutral Citation: Thomas v UTS Rail Pty Ltd [2016] NSWSC 991 Hearing dates: 14, 15, 16 and 17 June 2016 Date of orders: 19 July 2016 Decision date: 14 July 2016 Jurisdiction: Equity Before: Pembroke J Decision: See paragraphs [29] and [30] Catchwords: CONTRACT – expert determination clause – construction – process to be applied by parties to appoint an expert to determine fair value of shareholding CONTRACT – expert determination clause – construction – whether the person engaged by company for the purpose of seeking to reach agreement with shareholder can also be appointed as the 'expert' to determine the fair value of the shareholding CONTRACT – construction – meaning and effect of clause providing for successive mechanisms for determining 'fair value' Cases Cited: Beevers v Port Phillip Sea Pilots Pty Ltd [2007] VSC 556 500 Burwood Highway v Australian Unity & Ors [2012] VSC 596 Macro v Thompson (No 3) [1997] 2 BCLC 36 Category: Principal judgment Parties: Neil Edward Thomas – first plaintiff Michael John Meyers – second plaintiff Neil Thomas Consulting Pty Ltd – third plaintiff Meyers Administration Management Pty Ltd – fourth plaintiff UTS Rail Pty Ltd – first defendant Graeme Mace Pty Ltd – second defendant David Anthony Bankovic – third defendant Glenn Michael Collins – fourth defendant David Martin Hanney – fifth defendant Jeffrey Lars Meurer – sixth defendant Scott Francis Ardley – seventh defendant D and A Bankovic Pty Ltd – eighth defendant Blue Skies Today Pty Ltd – ninth defendant Graeme Paul Mace – tenth defendant DMH Railway Signalling Pty Ltd – eleventh defendant Sajas Management Pty Ltd – twelfth defendant Wilkelash Pty Ltd – thirteenth defendant Representation: Counsel: J E Thomson SC – for the plaintiffs M J Windsor SC with M J Bennett – for the defendants