Dr Praneal Dutt Sharma v Dr Phillip Segal and Dr Greg Chen [2017] NSWSC 867

Dr Praneal Dutt Sharma v Dr Phillip Segal and Dr Greg Chen [2017] NSWSC 867

On the proper construction of clause 5 of the Agreement, a discretionary determination requires that one or more doctors wish to continue to utilise the Property and the Facilities. That element was absent because each doctor had taken the position that he no longer wished to continue. Clause 5.9.5 did not require a synchronised consensus ad idem; it was enough that each doctor had taken the position that the commercial arrangements ought to be determined and that he no longer wished to work at the Property. As none wished to stay, the arrangements were no longer viable and the determination was an agreed determination within clauses 5.9.5, 5.10, 5.11.2 and 5.13.

Jurisdiction
Australia
Judgment Date
30 June 2017
Procedural Posture
Equity Commercial List Contract Dispute / Final Hearing on Declaration as to Whether the Determination Under the Deed of Agreement Commercial Arrangements Dated 18 April 2013 Was an Agreed Determination or a Discretionary Determination
Outcome
Declaration made that there has been an agreed determination within the meaning of clauses 5.9.5, 5.10, 5.11.2 and 5.13 of the Deed of Agreement Commercial Arrangements dated 18 April 2013.
Legal Topics
['construction of Commercial Agreement' 'determination of Commercial Arrangements' 'radiology Clinics Business' 'unit Trust and Company Interests' 'agreed Determination' 'discretionary Determination']
['contract Law' 'equity' 'corporations and Commercial Law'] ['construction of Commercial Agreement' 'determination of Commercial Arrangements' 'radiology Clinics Business' 'unit Trust and Company Interests' 'agreed Determination' 'discretionary Determination']

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Procedural Posture

Equity Commercial List Contract Dispute / Final Hearing on Declaration as to Whether the Determination Under the Deed of Agreement Commercial Arrangements Dated 18 April 2013 Was an Agreed Determination or a Discretionary Determination

Legal Issues

  1. 1 ["Whether the determination of the parties' commercial arrangements was an agreed determination or a discretionary determination under clause 5 of the Agreement." 'Whether clause 5.9.5 required a consensus ad idem between all three doctors or was satisfied where each doctor had independently taken the position that the arrangements ought to be determined and that he no longer wished to work at the Property.' 'Whether a discretionary determination could occur where none of the doctors wished to continue to utilise the Property and the Facilities.']

Ratio Decidendi

On the proper construction of clause 5 of the Agreement, a discretionary determination requires that one or more doctors wish to continue to utilise the Property and the Facilities. That element was absent because each doctor had taken the position that he no longer wished to continue. Clause 5.9.5 did not require a synchronised consensus ad idem; it was enough that each doctor had taken the position that the commercial arrangements ought to be determined and that he no longer wished to work at the Property. As none wished to stay, the arrangements were no longer viable and the determination was an agreed determination within clauses 5.9.5, 5.10, 5.11.2 and 5.13.

Court Disposition

Declaration made that there has been an agreed determination within the meaning of clauses 5.9.5, 5.10, 5.11.2 and 5.13 of the Deed of Agreement Commercial Arrangements dated 18 April 2013.

Orders

  • ['The Court declares that there has been an agreed determination within the meaning of clauses 5.9.5, 5.10, 5.11.2 and 5.13 of the Deed of Agreement Commercial Arrangements dated 18 April 2013.' 'The parties are to bring in Short Minutes disposing of the proceedings in accordance with this outcome.' 'Should it be...