Rashazar v Tok [2024] NSWDC 443

Rashazar v Tok [2024] NSWDC 443

The contract for sale of shares was enforceable as there was no common intention among the parties for it to be a sham; the plaintiffs paid sums in reliance on the contract and associated representations, but the defendant failed to transfer shares and thus breached a fundamental term. Rashazar Pty Ltd was entitled to damages for total failure of consideration. The defendants (Tok and Fresh Cut) were unjustly enriched by certain payments and required to make restitution to Rashazar Pty Ltd.

Parties
First Plaintiff: Hassan Rashazar; Second Plaintiff: Rashazar Pty Ltd ACN 609 249 836; Third Plaintiff: Omid Rashazar; First Defendant: Atilla Tok; Second Defendant: Fresh Cut Australia Pty Ltd ACN 166 183 062
Jurisdiction
Australia
Judgment Date
02 October 2024
Procedural Posture
Civil / Principal Judgment
Outcome
Judgment for the plaintiff
Legal Topics
Breach of Contract, Damages, Unjust Enrichment, Restitution, Share Sale Agreement
Contracts Restitution Breach of Contract Damages Unjust Enrichment Share Sale Agreement

Case Brief

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Parties

Hassan Rashazar

First Plaintiff

Rashazar Pty Ltd ACN 609 249 836

Second Plaintiff

Omid Rashazar

Third Plaintiff

Atilla Tok

First Defendant

Fresh Cut Australia Pty Ltd ACN 166 183 062

Second Defendant

Procedural Posture

Civil / Principal Judgment

Legal Issues

  1. 1 Whether the share sale agreement was enforceable
  2. 2 Whether the defendant breached the share sale agreement by failing to transfer shares
  3. 3 Whether the defendants were unjustly enriched and liable in restitution for payments made by the plaintiff

Ratio Decidendi

The contract for sale of shares was enforceable as there was no common intention among the parties for it to be a sham; the plaintiffs paid sums in reliance on the contract and associated representations, but the defendant failed to transfer shares and thus breached a fundamental term. Rashazar Pty Ltd was entitled to damages for total failure of consideration. The defendants (Tok and Fresh Cut) were unjustly enriched by certain payments and required to make restitution to Rashazar Pty Ltd.

Court Disposition

Judgment for the plaintiff

Orders

  • Verdict and judgment for Rashazar Pty Ltd ACN 609 249 836 against Atilla Tok in the sum of $369,257.45.
  • Verdict and judgment for Rashazar Pty Ltd ACN 609 249 836 against Fresh Cut Australia Pty Ltd ACN 166 183 062 in the sum of $16,965.48.