Dylan Mann & Co Pty Ltd as trustee for the Mann Family Trust v Tiejag Pty Limited as trustee for the Skeihy Khoury Family Trust [2018] NSWSC 1334

Dylan Mann & Co Pty Ltd as trustee for the Mann Family Trust v Tiejag Pty Limited as trustee for the Skeihy Khoury Family Trust [2018] NSWSC 1334

Dylan Mann did not prove that the audited financial statements for iPraxis for 2015 and 2016 were not prepared in accordance with the Accounting Standards or that the alternative net profit figures it advanced were correct, so it was entitled only to the minimum payments due under the SSA plus interest. Tiejag's cross-claim failed because the alleged representations and nondisclosures concerning Mr Varker, Mr Kanagarajah and rent were not shown to be misleading or warranty breaches, reliance was not established in light of the negotiated SSA and entire agreement clause, and Tiejag did not prove loss using an acceptable valuation methodology.

Jurisdiction
Australia
Judgment Date
31 August 2018
Procedural Posture
Equity Commercial List / Principal Judgment
Outcome
Judgment for the plaintiff in the sum of $299,783.98; defendant's cross-claim dismissed; costs reserved for argument if not agreed.
Legal Topics
['construction and Interpretation of Share Sale Agreement' 'determination of Net Profit for Purchase Price Adjustment' 'misleading or Deceptive Conduct' 'breach of Contractual Warranties' 'causation and Reliance' 'entire Agreement Clauses' 'damages for Breach of Contract']
['contract Law' 'australian Consumer Law' 'equity Commercial List'] ['construction and Interpretation of Share Sale Agreement' 'determination of Net Profit for Purchase Price Adjustment' 'misleading or Deceptive Conduct' 'breach of Contractual Warranties' 'causation and Reliance' 'entire Agreement Clauses' 'damages for Breach of Contract']

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Procedural Posture

Equity Commercial List / Principal Judgment

Legal Issues

  1. 1 ["Whether iPraxis's Net Profit for the financial years ending 30 June 2015 and 30 June 2016 should be taken from audited financial statements or adjusted for administration fees paid to R Financial Educators Pty Ltd." 'Whether Dylan Mann and Mr Mann made misleading representations or nondisclosures concerning Mr Varker, Mr Kanagarajah and rent in contravention of s 18 of the Australian Consumer Law.' 'Whether the alleged nondisclosures breached warranties in Schedule 2 of the Share Sale Agreement.' 'Whether Tiejag relied on any alleged misleading conduct or warranty breach and proved recoverable loss.' "What amount Dylan Mann was entitled to recover under the Share Sale Agreement and whether Tiejag's cross-claim should be dismissed."]

Ratio Decidendi

Dylan Mann did not prove that the audited financial statements for iPraxis for 2015 and 2016 were not prepared in accordance with the Accounting Standards or that the alternative net profit figures it advanced were correct, so it was entitled only to the minimum payments due under the SSA plus interest. Tiejag's cross-claim failed because the alleged representations and nondisclosures concerning Mr Varker, Mr Kanagarajah and rent were not shown to be misleading or warranty breaches, reliance was not established in light of the negotiated SSA and entire agreement clause, and Tiejag did not prove loss using an acceptable valuation methodology.

Court Disposition

Judgment for the plaintiff in the sum of $299,783.98; defendant's cross-claim dismissed; costs reserved for argument if not agreed.

Orders

  • ['Judgment for the plaintiff in the sum of $299,783.98.' "The defendant's cross-claim filed on 23 November 2015 be dismissed." "Direct that within 14 days of today's date the parties fix a date with my Associate for any argument in relation to costs if costs cannot be agreed."]