Pauls Trading Pty Ltd v Norco Co-operative Ltd
[2006] QCA 117
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- Pauls Trading Pty Ltd v Norco Co-operative Ltd[2006] QCA 117
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Pauls Trading Pty Ltd v Norco Co-operative Ltd[2006] QCA 117
Pauls Trading Pty Ltd v Norco Co-operative Ltd[2006] QCA 117
SUPREME COURT OF QUEENSLAND
PARTIES: | PAULS TRADING PTY LTD ACN 009 804 077 |
FILE NO/S: | |
Court of Appeal | |
PROCEEDING: | General Civil Appeal |
ORIGINATING COURT: | |
DELIVERED ON: | 20 April 2006 |
DELIVERED AT: | Brisbane |
HEARING DATE: | 3 April 2006 |
JUDGES: | McMurdo P, Williams and Jerrard JJA |
ORDER: | Appeal dismissed with costs |
CATCHWORDS: | CONTRACTS – CONSTRUCTION AND INTERPRETATION OF CONTRACTS – OTHER MATTERS – where the first and second appellants entered into a joint venture agreement with the respondent – where events occurred that altered the effective control of each of the appellant companies and in consequence they both became defaulting participants under clause 9.1(a)(15) of the joint venture agreement – where the agreement provides that a ‘defaulting participant upon becoming a defaulting participant grants to the other participants an option to purchase its interest’ – whether the option to purchase an interest comes into effect each and every time there is an alteration in the effective control of a participant, with reference to the commencement date – whether a change of ownership in the holding company (October 2005) constituted an alteration in the effective control of each of the appellants’ companies and subsequently enlivened the option provisions of the joint venture agreement Corporations Act 2001 (Cth), s 11, s 46, s 49, s 50 Australian Broadcasting Commission v Australasian Performing Right Association Ltd (1973) 129 CLR 99, applied Hide & Skin Trading Pty Ltd v Oceanic Meat Traders Ltd (1990) 20 NSWLR 310, cited United Dominions Corporation Ltd v Brian Pty Ltd (1985) 157 CLR 1, considered |
COUNSEL: | K N Wilson SC, with D P de Jersey, for the appellants H B Fraser QC, with T P Sullivan, for the respondent |
SOLICITORS: | Biggs & Biggs Lawyers for the appellants Clayton Utz for the respondent |