In the matter of Synergy Medical Imaging Pty Ltd [2021] NSWSC 579

In the matter of Synergy Medical Imaging Pty Ltd [2021] NSWSC 579

The Terms of Settlement did not entitle Clarity to ownership of software licences which it did not own at settlement; implied obligations of good faith and cooperation applied only to the extent necessary to give efficacy to the agreement but not to dealings beyond performance of specific terms; s 73 Civil Procedure Act did not empower the Court to impose indemnities or vary settlement terms; Clarity established entitlement to telephone and facsimile numbers but not to disputed software licences.

Parties
First Plaintiff: VC Investments Pty Ltd (ACN 161 700 974); Second Plaintiff: Virgil Chan; Sixth Defendant: Tomjo Nominees Pty Ltd (ACN 161 754 196); Seventh Defendant: Thomas MacDougall; Eighth Defendant: Devpri Pty Ltd (ACN 161 772 710); Ninth Defendant: Ajay Thakorlal; Tenth Defendant: Gularbre Pty Ltd (ACN 161 983 035); Eleventh Defendant: Shane Gavin Fernando; Twelfth Defendant: L Gibbs Enterprises Pty Ltd (ACN 600 426 248); Thirteenth Defendant: Leesa Gibbs
Jurisdiction
Australia
Judgment Date
21 May 2021
Procedural Posture
Equity Corporations List / Interlocutory Application in Substantive Winding Up Proceedings
Outcome
Declaratory relief partially granted; interlocutory process otherwise dismissed; parties to file costs submissions.
Legal Topics
Interpretation of Settlement Terms, Implied Terms (good Faith and Cooperation), Declaratory Relief, Scope of Court's Power Under Civil Procedure Act 2005 (nsw) S 73
Contracts Corporations Law Civil Procedure Interpretation of Settlement Terms Implied Terms (good Faith and Cooperation) Declaratory Relief Scope of Court's Power Under Civil Procedure Act 2005 (nsw) S 73

Case Brief

Summary, issues, holding and outcome

More case intelligence is available

Unlock the full research layer for this judgment.

Full judgment text Downloadable case file Legal principles 4 Authorities cited 10 Party arguments 2 Amounts and remedies 1
Sign in to unlock

Parties

VC Investments Pty Ltd (ACN 161 700 974)

First Plaintiff

Virgil Chan

Second Plaintiff

Tomjo Nominees Pty Ltd (ACN 161 754 196)

Sixth Defendant

Thomas MacDougall

Seventh Defendant

Devpri Pty Ltd (ACN 161 772 710)

Eighth Defendant

Ajay Thakorlal

Ninth Defendant

Gularbre Pty Ltd (ACN 161 983 035)

Tenth Defendant

Shane Gavin Fernando

Eleventh Defendant

L Gibbs Enterprises Pty Ltd (ACN 600 426 248)

Twelfth Defendant

Leesa Gibbs

Thirteenth Defendant

Procedural Posture

Equity Corporations List / Interlocutory Application in Substantive Winding Up Proceedings

Legal Issues

  1. 1 Whether the Terms of Settlement entitled Clarity to retain ownership of certain property or rights after settlement
  2. 2 Whether the Terms of Settlement contained implied terms of good faith and cooperation
  3. 3 Whether the Court had power under Civil Procedure Act 2005 (NSW) s 73 to order indemnities not provided for in Terms of Settlement

Ratio Decidendi

The Terms of Settlement did not entitle Clarity to ownership of software licences which it did not own at settlement; implied obligations of good faith and cooperation applied only to the extent necessary to give efficacy to the agreement but not to dealings beyond performance of specific terms; s 73 Civil Procedure Act did not empower the Court to impose indemnities or vary settlement terms; Clarity established entitlement to telephone and facsimile numbers but not to disputed software licences.

Court Disposition

Declaratory relief partially granted; interlocutory process otherwise dismissed; parties to file costs submissions.

Orders

  • Declared: Clarity entitled to retain telephone number 02 4990 2655 and facsimile number 02 4990 2522 under Terms of Settlement.
  • Interlocutory process otherwise dismissed.