J P Morgan Australia Limited -v- Consolidated Minerals Limited [2010] NSWSC 100

J P Morgan Australia Limited -v- Consolidated Minerals Limited [2010] NSWSC 100

The Engagement Letter entitles the plaintiff to a Base Defence Response Fee calculated on consideration paid for shares in the completed Palmary takeover, excluding the pre-bid stake and net debt, and an Incentive Fee calculated by the increase between the initial and final Palmary offers. Banking the cheque did not constitute accord and satisfaction, and the $20M payment fully discharged the defendant's liability.

Jurisdiction
Australia
Judgment Date
18 March 2010
Procedural Posture
Commercial Contract Dispute / Principal Judgment (trial)
Outcome
Plaintiff's claim dismissed with costs. Defendant's cross-claim dismissed with costs.
Legal Topics
['construction of Commercial Contracts' 'accord and Satisfaction' 'takeover Advisory Fees' 'calculation of Fees Under Engagement Terms']
['contracts' 'commercial Law'] ['construction of Commercial Contracts' 'accord and Satisfaction' 'takeover Advisory Fees' 'calculation of Fees Under Engagement Terms']

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Procedural Posture

Commercial Contract Dispute / Principal Judgment (trial)

Legal Issues

  1. 1 ['Proper construction of commercial contract (Engagement Letter) regarding payment of advisory and response fees' "Whether 'accord and satisfaction' discharged the defendant's liability to the plaintiff" 'Calculation and entitlement to Base Defence Response Fee and Incentive Fee']

Ratio Decidendi

The Engagement Letter entitles the plaintiff to a Base Defence Response Fee calculated on consideration paid for shares in the completed Palmary takeover, excluding the pre-bid stake and net debt, and an Incentive Fee calculated by the increase between the initial and final Palmary offers. Banking the cheque did not constitute accord and satisfaction, and the $20M payment fully discharged the defendant's liability.

Court Disposition

Plaintiff's claim dismissed with costs. Defendant's cross-claim dismissed with costs.

Orders

  • ["Subject to arithmetic recalculation, plaintiff's claim dismissed with costs." "Defendant's cross-claim dismissed with costs." 'Matter stood over for parties to bring in minutes and address any further issues arising from provisional calculations and costs.']