Macarthur Farm Pty Ltd (Receivers and Managers Appointed) v Warneet Super Pty Ltd [2024] NSWSC 535

Macarthur Farm Pty Ltd (Receivers and Managers Appointed) v Warneet Super Pty Ltd [2024] NSWSC 535

The agreement did not require the Lender to select a valuer in advance of a determination; the Lender could select a valuer who had already made a determination. Any valid determination must be in writing. The unfinalised or oral valuations by Pagano were not valid determinations under the agreement, and the Receivers’ engagement of Pagano did not amount to the First Defendant's selection. Accordingly, the Plaintiffs' claims for declaratory relief failed.

Jurisdiction
Australia
Judgment Date
07 May 2024
Procedural Posture
Summons (equity) / Final Hearing and Judgment
Outcome
Summons dismissed
Legal Topics
['construction of Written Agreement' 'loan Agreements' 'determination of Market Value' 'appointment and Role of Receivers' 'profit Share and Calculation Clauses']
['contracts' 'equity'] ['construction of Written Agreement' 'loan Agreements' 'determination of Market Value' 'appointment and Role of Receivers' 'profit Share and Calculation Clauses']

Case Brief

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Procedural Posture

Summons (equity) / Final Hearing and Judgment

Legal Issues

  1. 1 ['Whether the First Defendant was required to select only one valuer under the agreement for market value determination' 'Whether selection of a valuer could occur after or only before a valuation was made' 'Whether a determination of market value under the agreement could be oral' 'Whether an unfinalised or internal valuation could constitute a determination under the agreement' 'Whether the actions of the Receivers bound the First Defendant as principal']

Ratio Decidendi

The agreement did not require the Lender to select a valuer in advance of a determination; the Lender could select a valuer who had already made a determination. Any valid determination must be in writing. The unfinalised or oral valuations by Pagano were not valid determinations under the agreement, and the Receivers’ engagement of Pagano did not amount to the First Defendant's selection. Accordingly, the Plaintiffs' claims for declaratory relief failed.

Court Disposition

Summons dismissed

Orders

  • ['The summons is dismissed.' "The Plaintiffs are to pay the Defendants' costs of the proceedings, subject to any notified objection within seven days."]