Patrick Wong and Anor v Willem Van Vlymen and Others [2018] NSWSC 312

Patrick Wong and Anor v Willem Van Vlymen and Others [2018] NSWSC 312

The relief sought by the applicant is not within the scope of 'liberty to apply' as it would alter substantive rights under settlement agreements and interfere with company law rules; dividends and sale proceeds accrue to the vendor until purchase price is paid; financial assistance from company assets for share acquisition is prohibited except in circumstances not met here; therefore, the motion is dismissed.

Jurisdiction
Australia
Judgment Date
14 March 2018
Procedural Posture
Motion / Post Specific Performance; Application for Working Out Orders
Outcome
motion dismissed
Legal Topics
['liberty to Apply' 'specific Performance' 'contract Interpretation' 'financial Assistance by Company to Acquire Shares' 'dividends Before Completion']
['civil Procedure' 'contract Law' 'corporations Law'] ['liberty to Apply' 'specific Performance' 'contract Interpretation' 'financial Assistance by Company to Acquire Shares' 'dividends Before Completion']

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Procedural Posture

Motion / Post Specific Performance; Application for Working Out Orders

Legal Issues

  1. 1 ["Whether 'liberty to apply' allows court to make orders altering substantive obligations under settlement agreements" 'Whether proceeds from sale of joint venture assets can be used to reduce the purchase price due under share sale agreement' 'Whether the applicant can draw on joint venture asset proceeds to pay for shares given relevant company law restrictions' 'Characterisation of sale proceeds as dividends or otherwise prior to completion']

Ratio Decidendi

The relief sought by the applicant is not within the scope of 'liberty to apply' as it would alter substantive rights under settlement agreements and interfere with company law rules; dividends and sale proceeds accrue to the vendor until purchase price is paid; financial assistance from company assets for share acquisition is prohibited except in circumstances not met here; therefore, the motion is dismissed.

Court Disposition

motion dismissed

Orders

  • ['Motion dismissed; see para [121].' 'Court will hear parties on costs if necessary.']