Owston Nominees No 2 Pty Ltd v Branir Pty Ltd [2000] FCA 145

Owston Nominees No 2 Pty Ltd v Branir Pty Ltd [2000] FCA 145

There was, as at 23 December 1993, a binding agreement—subject to ministerial consent—for a lease or other exclusive grant of 20,000 acres for the sanctuary between Owston (applicant) and Branir, evidenced by both part performance and estoppel, not defeated by the Statute of Frauds or lack of writing. The parties also entered into a binding agreement for Owston to be issued 40.815% of shares in Branir for $8 million repayable only from dividends, with other agreed terms. The respondents are obligated to give effect to these agreements, subject to further submissions on orders and formalities.

Parties
First Applicant: Owston Nominees No 2 Pty Limited; Second Applicant: Warren Perry Anderson; First Respondent: Branir Pty Limited; Second Respondent: Tovehead Pty Limited; Third Respondent: Aburizal Bakrie
Jurisdiction
Australia
Judgment Date
25 February 2000
Procedural Posture
Civil / Reasons for Judgment; Interlocutory and Substantive Hearings Completed; Draft Orders Proposed; Orders to Be Made After Further Submissions
Outcome
Declarations made that binding agreements exist as claimed by the applicants; specific orders to be settled after further submissions, with draft orders included in judgment; parties to confer and propose forms of relief.
Legal Topics
Oral Agreement to Grant Interest in Land, Requirement for Writing (statute of Frauds), Part Performance, Proprietary Estoppel, Misleading and Deceptive Conduct, Lease and Sub Lease Under Crown Lands and Pastoral Land Legislation, Shareholding Agreements, Specific Performance
Contract Equity Property Law Commercial Law Statutory Interpretation Oral Agreement to Grant Interest in Land Requirement for Writing (statute of Frauds) Part Performance +5 more

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Parties

Owston Nominees No 2 Pty Limited

First Applicant

Warren Perry Anderson

Second Applicant

Branir Pty Limited

First Respondent

Tovehead Pty Limited

Second Respondent

Aburizal Bakrie

Third Respondent

Procedural Posture

Civil / Reasons for Judgment; Interlocutory and Substantive Hearings Completed; Draft Orders Proposed; Orders to Be Made After Further Submissions

Legal Issues

  1. 1 Whether an oral agreement existed to grant a sub-lease or interest over 20,000 acres for use as a wildlife sanctuary
  2. 2 Whether the agreement was enforceable given the Statute of Frauds,
  3. 3 Whether part performance or estoppel can defeat the statute or other formalities

Ratio Decidendi

There was, as at 23 December 1993, a binding agreement—subject to ministerial consent—for a lease or other exclusive grant of 20,000 acres for the sanctuary between Owston (applicant) and Branir, evidenced by both part performance and estoppel, not defeated by the Statute of Frauds or lack of writing. The parties also entered into a binding agreement for Owston to be issued 40.815% of shares in Branir for $8 million repayable only from dividends, with other agreed terms. The respondents are obligated to give effect to these agreements, subject to further submissions on orders and formalities.

Court Disposition

Declarations made that binding agreements exist as claimed by the applicants; specific orders to be settled after further submissions, with draft orders included in judgment; parties to confer and propose forms of relief.

Orders

  • Declaration that agreement for sanctuary lease/interest exists, subject to ministerial consent; area to be surveyed and selected accordingly; respondents to take steps for consent and execution of documents for exclusive sanctuary rights and services.
  • Declaration that binding agreement for issue of 40.815% shares in Branir exists on terms as found (including $8 million loan repayable from dividends, company to be debt free on issue, security arrangements, stamp duty); respondents to give effect by issue and registration of shares.