SSABR Pty Ltd v AMA Group Ltd [2021] NSWSC 1497

SSABR Pty Ltd v AMA Group Ltd [2021] NSWSC 1497

The Supreme Court of Victoria was not shown to be a more appropriate forum because the dispute concerned the sale of businesses in West Gosford, New South Wales; the earn-out accounting issue depended on the performance of those businesses; the plaintiff companies and key plaintiff witnesses were connected with New South Wales; identified witnesses were spread across several States; the defendants were a large national business; the Victorian governing law clause did not identify any material difference in law, save for an implied good faith issue that a New South Wales trial judge could address; and the non-exclusive Victorian jurisdiction clause carried little weight. Victoria was...

Jurisdiction
Australia
Judgment Date
12 November 2021
Procedural Posture
Civil Procedure Cross Vesting Transfer Application / Defendants' Notice of Motion Dated 15 October 2021 Seeking Transfer to the Supreme Court of Victoria
Outcome
Application to transfer proceedings to the Supreme Court of Victoria refused.
Legal Topics
['cross Vesting' 'transfer to Another Supreme Court' 'interests of Justice' 'more Appropriate Forum' 'business Sale Agreement' 'misleading or Deceptive Conduct']
['civil Procedure' 'commercial Law' 'equity'] ['cross Vesting' 'transfer to Another Supreme Court' 'interests of Justice' 'more Appropriate Forum' 'business Sale Agreement' 'misleading or Deceptive Conduct']

Case Brief

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Procedural Posture

Civil Procedure Cross Vesting Transfer Application / Defendants' Notice of Motion Dated 15 October 2021 Seeking Transfer to the Supreme Court of Victoria

Legal Issues

  1. 1 ['Whether it was in the interests of justice under s 5 of the Jurisdiction of Courts (Cross-vesting) Act 1987 (Cth) that the proceedings be transferred to the Supreme Court of Victoria as the more appropriate court.' 'Whether the connections with Victoria, including the governing law clause and non-exclusive jurisdiction clause in the Business Sale Agreement, outweighed the connections with New South Wales and other practical factors.']

Ratio Decidendi

The Supreme Court of Victoria was not shown to be a more appropriate forum because the dispute concerned the sale of businesses in West Gosford, New South Wales; the earn-out accounting issue depended on the performance of those businesses; the plaintiff companies and key plaintiff witnesses were connected with New South Wales; identified witnesses were spread across several States; the defendants were a large national business; the Victorian governing law clause did not identify any material difference in law, save for an implied good faith issue that a New South Wales trial judge could address; and the non-exclusive Victorian jurisdiction clause carried little weight. Victoria was...

Court Disposition

Application to transfer proceedings to the Supreme Court of Victoria refused.

Orders

  • ["The defendants' Notice of Motion of 15 October 2021 be dismissed with costs."]