In the matter of Leslie Muir Holdings Pty Limited [2019] NSWSC 1519

Supreme Court New South Wales

Medium Neutral Citation: In the matter of Leslie Muir Holdings Pty Limited [2019] NSWSC 1519 Hearing dates: 17 October 2019 Decision date: 05 November 2019 Jurisdiction: Equity - Corporations List Before: Black J Decision: The Plaintiff's Amended Notice of Motion be dismissed. The parties to be heard further as to any orders to be made under the Defendants' Interlocutory Process. Direct the parties to bring in agreed short minutes of order within 7 days to give effect to this judgment. Catchwords: CONTRACTS – formation – agreement – enforceability – uncertainty and incompleteness – where parties entered into heads of agreement at mediation – where heads of agreement provided for entry into settlement deed and transfer documents – where agreement provided for parties to have regard to taxation and structuring advice prior to entry into settlement deed and transfer documents – where dispute as to settlement deed and transfer documents – where settlement deed and transfer documents not entered into – whether heads of agreement are certain and complete and enforceable – whether other ancillary orders should be made. Legislation Cited: - Civil Procedure Act 2005 (NSW) s 73 Cases Cited: - ADG United Pty Ltd v EG Enterprises Pty Ltd [2019] NSWSC 745 - Australian Broadcasting Corporation v XIVth Commonwealth Games Ltd (1988) 18 NSWLR 540 - Australian Goldfields NL (in liq) v North Australian Diamonds NL [2009] WASCA 98 - Braude v Kaye [2013] VSC 705 - Brown v Gould [1972] Ch 53 - Council of the Upper Hunter County District v Australian Chilling & Freezing Co Ltd (1968) 118 CLR 429 - G Scammell & Nephew Ltd v Ouston [1941] AC 251 - G R Securities Pty Ltd v Baulkham Hills Private Hospital Pty Ltd (1986) 40 NSWLR 631 - Hammond v Vam Ltd [1972] 2 NSWLR 16 - Lahodiuk v Pace [2013] NSWSC 512 - Malago Pty Ltd v AW Ellis Engineering Pty Ltd [2012] NSWCA 227 - Masters v Cameron (1954) 91 CLR 353 - Nurisvan Investment Ltd v Anyoption Holdings Limited [2017] VSCA 141 - Pavlovic v Universal Music Australia Pty Limited [2015] NSWCA 313 - Peña v Dale [2004] 2 BCLC 508 - Sagacious Procurement Pty Ltd v Symbion Health Ltd [2008] NSWCA 149 - The Owners – Strata Plan No 58087 v Matthews [2015] NSWSC 1906 - Thorby v Goldberg (1964) 112 CLR 597 Texts Cited: - J D Heydon, Heydon on Contract (Lawbook Co, 2019) Category: Procedural and other rulings Parties: Amended Notice of Motion dated 21 August 2019 Mavis Marilyn Ross (Plaintiff) John Leslie Muir (First Defendant/Respondent) Muir Woodside Pty Ltd as the trustee for the John Muir Family Testamentary Trust (Second Defendant/Respondent) Leslie Muir Holdings Pty Limited (Third Defendant/Respondent)