ILS Rehab Pty Ltd v Josephine Borg (as administrator of the estate of the late Damien Robert Borg) [2017] NSWSC 442

Supreme Court New South Wales

Medium Neutral Citation: ILS Rehab Pty Ltd v Josephine Borg (as administrator of the estate of the late Damien Robert Borg) [2017] NSWSC 442 Hearing dates: 9 March 2017 Decision date: 21 April 2017 Jurisdiction: Equity Before: White J Decision: Refer to para [41] of judgment. Catchwords: CONTRACTS – general contractual principles – construction and interpretation of shareholders agreement – no dispute that clause did not accurately reflect parties' intentions –appropriate to make order for rectification – whether clause was void for uncertainty – clause not void for uncertainty as it was capable of being given meaning by the court – not necessary to imply a term – defendant's construction of clause would not produce a commercial result and was not consistent with text and context Legislation Cited: Corporations Act 2001 (Cth) Cases Cited: Electronic Industries Ltd v David Jones Ltd (1954) 91 CLR 288; [1954] HCA 69 Hick v Raymond & Reid [1893] AC 22 Upper Hunter County District Council v Australian Chilling and Freezing Co Ltd (1968) 118 CLR 429; [1968] HCA 8 Category: Principal judgment Parties: ILS Rehab Pty Ltd (1st Plaintiff; 3rd Cross-Defendant) Ian Farquharson (2nd Plaintiff; 1st Cross-Defendant) Peter Neville Dangar Reid (3rd Plaintiff; 2nd Cross-Defendant) Josephine Borg (Defendant; Cross-Claimant) Representation: Counsel: J Giles SC with H Grace (Plaintiffs; Cross-Defendants) S O'Brien with J Nathan (Defendant; Cross-Claimant)