REST SEA Gas Pipelines Pty Limited v APT SEA Gas Holdings Pty Limited [2010] NSWCA 296

REST SEA Gas Pipelines Pty Limited v APT SEA Gas Holdings Pty Limited [2010] NSWCA 296

APT's 2.30 pm letter of 22 September 2010, read objectively in the commercial context and by reference to clause 22 of the Partnership Agreement, was an unconditional acceptance of ANP's offer as to 50 per cent of the sale interest. The discussion of an alternative transaction structure and the annexed changes did not impose conditions on the acceptance or constitute a counter-offer, so the primary judge was correct and the appeal was dismissed.

Jurisdiction
Australia
Judgment Date
05 November 2010
Procedural Posture
Expedited Appeal From Orders Made in the Equity Division Declaring That the First Respondent Had Accepted an Offer Made to Sell Shares in Two Wholly Owned Subsidiaries / Appeal and Cross Appeal in the New South Wales Court of Appeal
Outcome
Appeal dismissed with costs; cross-appeal dismissed with no order as to costs.
Legal Topics
['contract Construction' 'acceptance of Offer' 'pre Emption Rights Under Partnership Agreement' 'objective and Contextual Interpretation']
['contract Law'] ['contract Construction' 'acceptance of Offer' 'pre Emption Rights Under Partnership Agreement' 'objective and Contextual Interpretation']

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Procedural Posture

Expedited Appeal From Orders Made in the Equity Division Declaring That the First Respondent Had Accepted an Offer Made to Sell Shares in Two Wholly Owned Subsidiaries / Appeal and Cross Appeal in the New South Wales Court of Appeal

Legal Issues

  1. 1 ['Whether APT, by the acceptance notice sent at 1430 on 22 September 2010, unconditionally accepted the offer constituted by the Transfer Notice in accordance with clause 22 of the Partnership Agreement' 'If not, whether the correspondence sent by APT at 1622 and 1716, if within time, would have resulted in an unconditional acceptance of the offer constituted by the Transfer Notice' 'If so, whether that correspondence was received while the offer remained open' 'If there was no valid acceptance by APT, whether the Transfer Notice was valid and effective for the purposes of clause 22 of the Partnership Agreement']

Ratio Decidendi

APT's 2.30 pm letter of 22 September 2010, read objectively in the commercial context and by reference to clause 22 of the Partnership Agreement, was an unconditional acceptance of ANP's offer as to 50 per cent of the sale interest. The discussion of an alternative transaction structure and the annexed changes did not impose conditions on the acceptance or constitute a counter-offer, so the primary judge was correct and the appeal was dismissed.

Court Disposition

Appeal dismissed with costs; cross-appeal dismissed with no order as to costs.

Orders

  • ['The appeal be dismissed with costs.' 'The cross-appeal be dismissed with no order as to costs.']