In the matter of Hunter Distillery Pty Ltd [2022] NSWSC 948

In the matter of Hunter Distillery Pty Ltd [2022] NSWSC 948

On an objective assessment of the parties' correspondence and conduct, a reasonable person would conclude that the parties did not intend to be bound until the execution of a formal deed addressing all relevant matters. The details outstanding after 20 December 2021 were material and necessary to the settlement. The continued negotiation and exchange of deeds demonstrated the absence of an intention to be bound by the 20 December 2021 correspondence alone. Hence, no binding settlement agreement was reached and the application must be dismissed.

Parties
First Plaintiff and Cross Defendant/ First Respondent: Peter Clarke; Second Plaintiff and Cross Claimant/ Second Respondent: Hunter Distillery Pty Ltd; Third Plaintiff/ Third Respondent: Pokolbin Properties 1 Pty Ltd; First Defendant/ Applicant: Zdzislaw Joseph Slupik; Second Defendant: Blakberry Pty Ltd
Jurisdiction
Australia
Judgment Date
18 July 2022
Procedural Posture
Interlocutory Application / Application for Declaration and Specific Performance of Alleged Settlement Agreement; Ruling on Application
Outcome
Application dismissed
Legal Topics
Existence and Enforceability of Settlement Agreements, Specific Performance, Statutory and Fiduciary Duties of Directors, Joint Ventures, Mediation and Settlement Negotiations
Contract Law Corporations Law Civil Procedure Existence and Enforceability of Settlement Agreements Specific Performance Statutory and Fiduciary Duties of Directors Joint Ventures Mediation and Settlement Negotiations

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Parties

Peter Clarke

First Plaintiff and Cross Defendant/ First Respondent

Hunter Distillery Pty Ltd

Second Plaintiff and Cross Claimant/ Second Respondent

Pokolbin Properties 1 Pty Ltd

Third Plaintiff/ Third Respondent

Zdzislaw Joseph Slupik

First Defendant/ Applicant

Blakberry Pty Ltd

Second Defendant

Procedural Posture

Interlocutory Application / Application for Declaration and Specific Performance of Alleged Settlement Agreement; Ruling on Application

Legal Issues

  1. 1 Whether a binding settlement agreement was entered into between the parties on 20 December 2021 based on solicitor correspondence
  2. 2 Whether the parties intended to be legally bound or intended further agreement on a deed was required
  3. 3 Whether an order for specific performance should be made to enforce the alleged agreement

Ratio Decidendi

On an objective assessment of the parties' correspondence and conduct, a reasonable person would conclude that the parties did not intend to be bound until the execution of a formal deed addressing all relevant matters. The details outstanding after 20 December 2021 were material and necessary to the settlement. The continued negotiation and exchange of deeds demonstrated the absence of an intention to be bound by the 20 December 2021 correspondence alone. Hence, no binding settlement agreement was reached and the application must be dismissed.

Court Disposition

Application dismissed

Orders

  • The interlocutory process filed on 16 February 2022 is dismissed.
  • The defendants are to pay the plaintiffs' costs of that interlocutory process on the ordinary basis in such amount as may be agreed or assessed.