Sanpoint Pty Ltd v V8 Supercars Holding Pty Ltd [2019] NSWCA 5

Court of Appeal Supreme Court New South Wales Medium Neutral Citation: Sanpoint Pty Ltd v V8 Supercars Holding Pty Ltd [2019] NSWCA 5 Hearing dates: 25 May 2018 Decision date: 07 February 2019 Before: Beazley P; Macfarlan JA; Leeming JA Decision: Appeal dismissed with costs. Catchwords: CONTRACTS — Construction — Interpretation — whether primary judged erred in construction of commercial contract — whether respondent undertaking contractually required tender process was required to disclose status of ongoing negotiations with a third party to appellant — standard of disclosure and relevant time of disclosure required by contract

CONTRACTS — Breach of contract — Standards of contractual duty — whether primary judge erred in finding no breach of commercial contract by respondent — whether contract correctly construed required respondent to disclose to appellant status of third party negotiations during due diligence period — whether respondent breached contractual requirement to disclose

CONTRACTS — Remedies — Damages — Loss of chance — whether respondent's failure to disclose to appellant an offer made by third party caused the appellant to lose a chance to sell its rights under a contract at a substantially higher price

CORPORATIONS — Directors and officers — Disclosure requirements — where there are common directors of two companies – whether knowledge acquired by one director in course of acting for one company will be imputed to the second company Cases Cited: Badenach v Calvert (2016) 257 CLR 440; [2016] HCA 18 Bradshaw v McEwans Pty Ltd (1951) 217 ALR 1 Jones v Dunkel (1959) 101 CLR 298; [1959] HCA 8 Re Hampshire Land Company [1896] 2 Ch 743 Re Marseilles Extension Railway Company (1871) LR 7 Ch App 161 Sellars v Adelaide Petroleum NL (1994) 179 CLR 332; [1994] HCA 4 V8 Supercars Holdings Pty Ltd v Lucas Dumbrell Investments Pty Ltd [2014] NSWSC 1391 Texts Cited: R P Austin, Company Directors: Principles of Law & Corporate Governance (LexisNexis Butterworths, 2005) Category: Principal judgment Parties: Sanpoint Pty Ltd (Appellant) V8 Supercars Holdings Pty Ltd (First Respondent) Australian Motor Racing Partners Pty Ltd (Second Respondent) Representation: Counsel: C R C Newlinds SC; B K Koch (Appellant) P Braham SC; T E O'Brien (First and Second Respondents)