In The Matter Of Contact 121 Pty Limited (ACN) 093 596 537) In The Matter Of Contact 121 (Qld) Pty Limited (ACN) 118 907 047) [2011] NSWSC 519

In The Matter Of Contact 121 Pty Limited (ACN) 093 596 537) In The Matter Of Contact 121 (Qld) Pty Limited (ACN) 118 907 047) [2011] NSWSC 519

The valuation was binding because the Report expressed an opinion as to market value as defined in the Report, adopted an available and unchallenged discounted cash flow valuation method with reasons, and the defendants did not establish any failure, let alone a material failure, to comply with APES 225 or the parties' contract. The Standard did not require the expert to identify every fact contributing to his view of historical growth or client patterns.

Jurisdiction
Australia
Judgment Date
24 May 2011
Procedural Posture
Corporations Act Oppression Proceedings Involving Expert Valuation of Shares / Interlocutory Applications for Declarations as to Whether the Expert Valuation Report Was Binding
Outcome
Plaintiffs' declaration granted; defendants' interlocutory process dismissed.
Legal Topics
['construction of Contract' 'expert Determination' 'market Value of Shares' 'oppressive Conduct Proceedings' 'binding Valuation Report']
['contract' 'corporations' 'civil Procedure'] ['construction of Contract' 'expert Determination' 'market Value of Shares' 'oppressive Conduct Proceedings' 'binding Valuation Report']

Case Brief

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Procedural Posture

Corporations Act Oppression Proceedings Involving Expert Valuation of Shares / Interlocutory Applications for Declarations as to Whether the Expert Valuation Report Was Binding

Legal Issues

  1. 1 ["Whether the Report of Halligan & Co dated 22 February 2011 was an opinion as to the market value of the shares within the meaning of the parties' agreement." "Whether alleged flaws in the expert's methodology or alleged non-compliance with APES 225 rendered the valuation not binding on the parties." 'Whether the expert was required to identify a particular market for the shares or each fact underlying historical growth and client patterns.']

Ratio Decidendi

The valuation was binding because the Report expressed an opinion as to market value as defined in the Report, adopted an available and unchallenged discounted cash flow valuation method with reasons, and the defendants did not establish any failure, let alone a material failure, to comply with APES 225 or the parties' contract. The Standard did not require the expert to identify every fact contributing to his view of historical growth or client patterns.

Court Disposition

Plaintiffs' declaration granted; defendants' interlocutory process dismissed.

Orders

  • ['Declaration that the opinion as to the market value of all of the issued share capital in each of Contact 121 Pty Ltd (ACN 093 596 537) and Contact 121 (Qld) Pty Ltd (ACN 118 907 047) as disclosed in the Report of Halligan & Co dated 22 February 2011 is binding on the parties for all purposes in the proceedings.'...