Angelis as trustee for the Angelis Family Trust v Pemba Capital Partners Fund I Partnership, LP (No 2) [2019] NSWSC 1753

Angelis as trustee for the Angelis Family Trust v Pemba Capital Partners Fund I Partnership, LP (No 2) [2019] NSWSC 1753

Leave to make further submissions is granted only on the construction issue of the shareholders agreement concerning due diligence obligations; otherwise, leave to re-open and make submissions regarding reversing the Resilium transaction, Macquarie Bank security, and alternative relief is refused due to late raising, lack of adequate explanation, and procedural fairness to respondents.

Jurisdiction
Australia
Judgment Date
05 December 2019
Procedural Posture
Commercial Equity Proceeding / Interlocutory Decision on Plaintiff's Notice of Motion Seeking Leave to Make Further Submissions and to Re Open Case
Outcome
Leave granted to make further submissions regarding due diligence provisions; plaintiff’s notice of motion otherwise dismissed.
Legal Topics
['leave to Make Further Submissions' 'shareholders Agreement' 'construction of Contractual Provisions' 'oppressive Conduct' 'relief Under S 233 Corporations Act']
['civil Procedure' 'equity' 'corporations Law'] ['leave to Make Further Submissions' 'shareholders Agreement' 'construction of Contractual Provisions' 'oppressive Conduct' 'relief Under S 233 Corporations Act']

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Procedural Posture

Commercial Equity Proceeding / Interlocutory Decision on Plaintiff's Notice of Motion Seeking Leave to Make Further Submissions and to Re Open Case

Legal Issues

  1. 1 ['Whether leave should be granted to make further submissions regarding construction of shareholders agreement provisions' 'Whether leave should be granted to re-open proceedings to admit further affidavit and seek alternative relief under s 233 of the Corporations Act' 'Appropriateness of declarations relating to the validity of purported share issue and due diligence obligations']

Ratio Decidendi

Leave to make further submissions is granted only on the construction issue of the shareholders agreement concerning due diligence obligations; otherwise, leave to re-open and make submissions regarding reversing the Resilium transaction, Macquarie Bank security, and alternative relief is refused due to late raising, lack of adequate explanation, and procedural fairness to respondents.

Court Disposition

Leave granted to make further submissions regarding due diligence provisions; plaintiff’s notice of motion otherwise dismissed.

Orders

  • ['Leave granted to Angelis Parties to make further submissions on whether it is open to grant relief that Coverforce Holdings Pty Ltd must provide information/documents to Pemba Capital Partners Fund I Partnership, LP and Pemba Capital Partners Pty Ltd (per Annexure A to Amended First Cross-Claim Cross-Summons dated...