In the matter of ACT Land Pty Ltd (in liquidation) [2019] NSWSC 1860

In the matter of ACT Land Pty Ltd (in liquidation) [2019] NSWSC 1860

The defendants breached the Joint Venture Agreement by purporting to transfer the plaintiff's shares upon non-payment of a capital call, contrary to the Agreement, but the plaintiff failed to establish any quantifiable loss resulting from the breach. The only entitlement is to nominal damages of $100.

Parties
First Plaintiff: Amrollah Aghili; Second Plaintiff: Zoran Sever; Third Plaintiff: Andrea Stodulka; First Defendant: ACT Land Pty Ltd (in liquidation); Second Defendant: Behzad Kashan; Third Defendant: Spiros Brendas; Fourth Defendant: Omega Projects (ACT) Pty Ltd
Jurisdiction
Australia
Judgment Date
20 December 2019
Procedural Posture
Principal Judgment / Final Judgment
Outcome
Judgment for the first plaintiff against the second and third defendants in the amount of $100; otherwise, all claims dismissed; previous injunction discharged.
Legal Topics
Joint Ventures, Breach of Contract, Nominal Damages, Share Transfers, Corporate Governance
Equity Corporations Contract Joint Ventures Breach of Contract Nominal Damages Share Transfers Corporate Governance

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Parties

Amrollah Aghili

First Plaintiff

Zoran Sever

Second Plaintiff

Andrea Stodulka

Third Plaintiff

ACT Land Pty Ltd (in liquidation)

First Defendant

Behzad Kashan

Second Defendant

Spiros Brendas

Third Defendant

Omega Projects (ACT) Pty Ltd

Fourth Defendant

Procedural Posture

Principal Judgment / Final Judgment

Legal Issues

  1. 1 Was there a breach of the Joint Venture Agreement?
  2. 2 Are the defendants liable for damages or equitable compensation for the transfer of shares and actions in ACT Land Pty Ltd?
  3. 3 What is the proper quantum of damages, if any, for breach of the Joint Venture Agreement?

Ratio Decidendi

The defendants breached the Joint Venture Agreement by purporting to transfer the plaintiff's shares upon non-payment of a capital call, contrary to the Agreement, but the plaintiff failed to establish any quantifiable loss resulting from the breach. The only entitlement is to nominal damages of $100.

Court Disposition

Judgment for the first plaintiff against the second and third defendants in the amount of $100; otherwise, all claims dismissed; previous injunction discharged.

Orders

  • Judgment for the first plaintiff against the second and third defendants in the amount of $100.
  • Otherwise dismiss the first plaintiff's claim against the second, third and fourth defendants for damages, equitable damages and costs.