Zeaiter v Zeaiter [2025] NSWSC 60

Zeaiter v Zeaiter [2025] NSWSC 60

The Court found that Anthony Zeaiter did sign the Deed of Agreement and is bound by its terms, which rescinded any prior oral arrangement regarding the division of company assets. There was no evidence to justify setting aside the Deed for misleading or deceptive conduct, oppression, unconscionability, or breach of company constitution, nor was further payment or compensation warranted—including for goodwill. The finding was based on documentary, expert, and witness evidence supporting the authenticity of the Deed and the fairness of consideration transferred per its terms. Additionally, valuation evidence supported that, even if the Deed did not bind the parties, Anthony had received at...

Parties
First Plaintiff: Anthony Zeaiter; Second Plaintiff: Newline Property Investments Pty Ltd; First Defendant: Charbel Zeaiter; Second Defendant: Newbuild Developments (Australia) Pty Ltd
Jurisdiction
Australia
Judgment Date
19 February 2025
Procedural Posture
Equity Commercial List / Principal Judgment Trial
Outcome
Plaintiffs' claims dismissed. Defendants awarded costs.
Legal Topics
Contract Formation and Execution, Misleading or Deceptive Conduct, Oppression Remedy, Valuation Methods, Goodwill Under Business Split, Company Constitution Breach, Unconscionable Conduct
Contract Law Corporations Law Equity Contract Formation and Execution Misleading or Deceptive Conduct Oppression Remedy Valuation Methods Goodwill Under Business Split +2 more

Case Brief

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Parties

Anthony Zeaiter

First Plaintiff

Newline Property Investments Pty Ltd

Second Plaintiff

Charbel Zeaiter

First Defendant

Newbuild Developments (Australia) Pty Ltd

Second Defendant

Procedural Posture

Equity Commercial List / Principal Judgment Trial

Legal Issues

  1. 1 Whether plaintiff executed and is bound by the Deed of Agreement
  2. 2 Whether the Deed rescinded the prior oral agreement
  3. 3 Whether the Deed required payment for goodwill

Ratio Decidendi

The Court found that Anthony Zeaiter did sign the Deed of Agreement and is bound by its terms, which rescinded any prior oral arrangement regarding the division of company assets. There was no evidence to justify setting aside the Deed for misleading or deceptive conduct, oppression, unconscionability, or breach of company constitution, nor was further payment or compensation warranted—including for goodwill. The finding was based on documentary, expert, and witness evidence supporting the authenticity of the Deed and the fairness of consideration transferred per its terms. Additionally, valuation evidence supported that, even if the Deed did not bind the parties, Anthony had received at...

Court Disposition

Plaintiffs' claims dismissed. Defendants awarded costs.

Orders

  • Further amended summons dismissed.
  • Plaintiffs to pay the defendants' costs of the proceedings as agreed or assessed.