Winton Partners Funds Management Pty Ltd –v- Gregory Hamilton Willoughby Lindsay-Owen [2016] NSWSC 640

Winton Partners Funds Management Pty Ltd –v- Gregory Hamilton Willoughby Lindsay-Owen [2016] NSWSC 640

Although "Property" in the Mandate referred to the non-RMS land, the Mandate required ascertainment of the net proceeds actually received by DairyCorp from the sale of that land. It did not require a fictional calculation assuming that the NAB debt had not been reduced by the RMS land sale, nor did the worked fee example fix the NAB debt at $24 million. The net proceeds received by DairyCorp were $37,351,319.17, entitling Winton to 20% of the amount above $12 million, being $5,070,263.83.

Jurisdiction
Australia
Judgment Date
20 May 2016
Procedural Posture
Equity Commercial List / Principal Judgment
Outcome
Plaintiff entitled to a declaration that it is entitled to remuneration of $5,070,263.83. Cross-claim dismissed.
Legal Topics
['contractual Construction' 'advisory Mandate Agreement' 'remuneration' 'sale Proceeds' 'joint Venture Land Sale']
['contract' 'equity' 'commercial Law'] ['contractual Construction' 'advisory Mandate Agreement' 'remuneration' 'sale Proceeds' 'joint Venture Land Sale']

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Procedural Posture

Equity Commercial List / Principal Judgment

Legal Issues

  1. 1 ['What amount of remuneration Winton was entitled to receive under the Advisory Mandate Agreement.' 'What meaning should be attributed to the words "proceeds…that are received by DairyCorp in relation to the sale of the Property".' 'Whether the NAB debt deduction should be the actual debt at completion of the non-RMS land sale or a debt figure ignoring the repayment from the RMS land sale.' 'Whether the worked fee example fixed the NAB debt deduction at $24 million.']

Ratio Decidendi

Although "Property" in the Mandate referred to the non-RMS land, the Mandate required ascertainment of the net proceeds actually received by DairyCorp from the sale of that land. It did not require a fictional calculation assuming that the NAB debt had not been reduced by the RMS land sale, nor did the worked fee example fix the NAB debt at $24 million. The net proceeds received by DairyCorp were $37,351,319.17, entitling Winton to 20% of the amount above $12 million, being $5,070,263.83.

Court Disposition

Plaintiff entitled to a declaration that it is entitled to remuneration of $5,070,263.83. Cross-claim dismissed.

Orders

  • ['Winton is entitled to the declaration which it seeks.' "DairyCorp's Cross-Claim is to be dismissed." 'The parties are to bring in short minutes reflecting this outcome.' 'The exhibits are to be returned.' 'The Court will hear the parties on costs should it prove necessary.']