Angelis as trustee for the Angelis Family Trust v Pemba Capital Partners Fund I Partnership, LP [2019] NSWSC 1646

Supreme Court New South Wales

Medium Neutral Citation: Angelis as trustee for the Angelis Family Trust v Pemba Capital Partners Fund I Partnership, LP [2019] NSWSC 1646 Hearing dates: On the papers; submissions received on 23 and 24 November 2019 Decision date: 25 November 2019 Jurisdiction: Equity - Commercial List Before: Stevenson J Decision: Declaration that on the proper construction of cl 9 the 2017 Shareholders Agreement between the plaintiffs and the first, second and sixth defendants, a party seeking an exit under cl 9 must intend to achieve an exit that maximises shareholder value but that cl 9 does not require that such exit maximise shareholder value Catchwords: CONTRACTS – construction – interpretation – shareholder agreement – where agreement stated that it was the intention of the parties to achieve an exit that maximises shareholder value – whether an obligation thereby imposed on exiting party to maximise shareholder value Legislation Cited: Uniform Civil Procedure Rules 2005 (NSW) Cases Cited: Electricity Generation Corporation v Woodside Energy Ltd; Woodside Energy Ltd v Electricity Generation Corporation (2014) 251 CLR 640; [2014] HCA 7 Rinehart v Hancock Prospecting Pty Ltd; Rinehart v Rinehart [2019] HCA 13 Category: Principal judgment Parties: James Angelis as trustee for the Angelis Family Trust (First Plaintiff/Second Cross-Defendant on First Cross-Claim/Sixth Cross-Defendant on Second Cross-Claim) Jitendra Dutt (Second Plaintiff/Third Cross-Defendant on First Cross-Claim) Nathan Brown (Third Plaintiff/Fourth Cross-Defendant on First Cross-Claim) Antony Goldsmith (Fourth Plaintiff/Fifth Cross-Defendant on First Cross-Claim) Copiapo Pty Ltd as trustee for FCK Consulting Trust (Fifth Plaintiff/Sixth Cross-Defendant on First Cross-Claim) Pemba Capital Partners Fund I Partnership, LP (First Defendant/First Cross-Claimant on First Cross-Claim/First Cross-Defendant on Second Cross-Claim) Pemba Capital Partners Pty Ltd as trustee for the Castlereagh St (Swan) Co-Investment Trust (Second Defendant/Second Cross-Claimant on First Cross-Claim/Second Cross-Defendant on Second Cross-Claim) Adrian Christopher Kitchin (Third Defendant/Seventh Cross-Defendant on First Cross-Claim/First Cross-Claimant on Second Cross-Claim) Benjamin James Hastie (Fourth Defendant/Eighth Cross-Defendant on First Cross-Claim/Second Cross-Claimant on Second Cross-Claim) Drue Jonathon Giles Castanelli (Fifth Defendant/Ninth Cross-Defendant on First Cross-Claim/Third Cross-Claimant on Second Cross-Claim) Coverforce Holdings Pty Ltd (Sixth Defendant/First Cross-Defendant on First Cross-Claim/Fourth Cross-Defendant on Second Cross-Claim) AUB Group Ltd (Seventh Defendant/Third Cross-Defendant on Second Cross-Claim) Resilium BidCo Pty Ltd (Fourth Cross-Claimant on Second Cross-Claim) Resilium OpCo Pty Ltd (Fifth Cross-Defendant on Second Cross-Claim) Representation: Counsel: F Corsaro SC with H Pintos-Lopez and E Olivier (Plaintiffs) R A Dick SC with E Bathurst (First and Second Defendants) M R Elliott SC with D Ratnam (Third to Fifth Defendants)