Realtek Holdings Pty Ltd v Wetamast Pty Ltd [2019] NSWSC 1869

Supreme Court New South Wales

Medium Neutral Citation: Realtek Holdings Pty Ltd v Wetamast Pty Ltd [2019] NSWSC 1869 Hearing dates: 4-8 February 2019, last written submissions delivered 3 June 2019 Decision date: 20 December 2019 Jurisdiction: Equity Before: Robb J Decision: Direct the parties to provide short minutes of order to my associate that give effect to these reasons for judgment, including in respect of the amount of interest that is payable on the damages. Catchwords: CONTRACTS — Breach of contract — Breaches of implied obligations of vendor under contract for the sale of business and sublease — Derogation from the relevant grants in circumstances where the purchaser was completely denied possession and use of the premises and was prevented from conducting the business purchased, and where the vendor sought to recapture as much of the benefit of the goodwill sold as possible — Transaction documents validly terminated in the circumstances

CONTRACTS — Breach of contract — Consequences of breach — Total failure of consideration argument rejected — Purchaser's entitlement is to damages against the vendor — Calculation of damages

CONTRACTS — Unconscionable conduct —Unconscionable conduct within the meaning of s 21 of the Australian Consumer Law — Relationship between breach of contract and unconscionable conduct

TORTS — Miscellaneous torts — Interference with contractual and other relations — Liability for inducing breach of contract — Director not liable for causing breach of contract by company

CONTRACTS — Construction — Context — Where the parties entered into a suite of transaction documents at or around the same time to give effect to a bargain — Transaction documents to be read together Legislation Cited: Competition and Consumer Act 2010 (Cth) Schedule 2 Property, Stock and Business Agents Act 2002 (NSW) Cases Cited: Australian Securities and Investments Commission v Kobelt [2019] HCA 18; (2019) 93 ALJR 743 Baltic Shipping Company v Dillon (1993) 176 CLR 344; [1993] HCA 4 Byrnes v Jokona Pty Ltd [2002] FCA 41 Castlemaine Tooheys Ltd v Carlton & United Breweries Ltd (1987) 10 NSWLR 468 Golden Mile Property Investments Pty Ltd (in liq) v Cudgegong Australia Pty Ltd [2016] NSWCA 224 Hamilton v Whitehead (1988) 166 CLR 121; [1988] HCA 65 Heckenberg v Delaforce [2000] NSWCA 137 Idoport Pty Ltd v National Australia Bank Ltd [2001] NSWSC 328 Manks v Whiteley [1912] 1 Ch 735 McVeigh v National Australia Bank Ltd [2000] FCA 187; (2000) 278 ALR 429 Multinail Australia Pty Ltd v Pryda (Aust) Pty Ltd [2002] QSC 105 Robinson v Harman (1848) 1 Exch 850 Root Quality Pty Ltd v Root Control Technologies Pty Ltd (2000) 177 ALR 231 Sai Teys McMahon Real Estate Pty Ltd v Queen Street Apartments Pty Ltd [2007] QSC 264 Said v Butt [1920] 3 KB 497 Smith v Chadwick (1882) 20 Ch D 27 Specialist Diagnostic Services Pty Ltd (formerly Symbion Pathology Pty Ltd) v Healthscope Ltd (2012) 41 VR 1; [2012] VSCA 175 The Commissioners of Inland Revenue v Muller & Co.'s Margarine Ltd [1901] AC 217 Trego v Hunt [1896] AC 7 Tsaprazis v Goldcrest Properties Pty Ltd [2000] NSWSC 206; (2000) 18 ACLC 285 Texts Cited: B. Edgeworth, Butt's Land Law (7th ed, 2017, Lawbook Co Australia) J.D. Heydon, Heydon on Contract (2019, Thomson Reuters) Category: Principal judgment Parties: Realtek Holdings Pty Ltd (first plaintiff/first cross defendant) Daniel John Lambert (second plaintiff/second cross defendant) Wetamast Pty Ltd (first defendant/cross claimant) Brian Dorling (second defendant) Representation: Counsel: D Smallbone (plaintiffs/cross defendants) M Loewenstein (defendants/cross claimant)