Markovsky v Teplitsky [2022] NSWSC 1164

Markovsky v Teplitsky [2022] NSWSC 1164

The Deed was valid and binding, but its references to Boris having commercial and economic ownership of the relevant assets did not confer an entitlement to compel legal transfer of Michael's shares in Curlewis Street Investments or the transfer of lots owned by Zone Developments or Spring Street Property Group. The recitals confirmed and verified existing interests rather than creating new transfer obligations, and the operative clauses expressly contemplated that the companies would continue to own the properties and that existing shareholdings would remain as they were, while setting out more limited consequences such as rights to income, sale proceeds and non-recourse mortgages.

Jurisdiction
Australia
Judgment Date
31 August 2022
Procedural Posture
Equity Commercial List; Contract Construction Proceeding / Principal Judgment on the Summons Filed on 11 May 2022 After Hearing on 25 August 2022
Outcome
Declaration made that the Deed dated 18 May 2018 is valid and binding on the parties to it; the Summons otherwise dismissed with costs.
Legal Topics
['proper Construction of a Deed' 'commercial and Economic Ownership' 'transfer of Shares and Property Lots' 'validity and Binding Effect of Deed']
['contracts' 'equity'] ['proper Construction of a Deed' 'commercial and Economic Ownership' 'transfer of Shares and Property Lots' 'validity and Binding Effect of Deed']

Case Brief

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Procedural Posture

Equity Commercial List; Contract Construction Proceeding / Principal Judgment on the Summons Filed on 11 May 2022 After Hearing on 25 August 2022

Legal Issues

  1. 1 ['Whether the Deed dated 18 May 2018 is valid and binding on the parties to it.' 'Whether, on its proper construction, the Deed obliged Michael Teplitsky to transfer his shareholding in Curlewis Street Investments Pty Ltd to the Executrix.' 'Whether, on its proper construction, the Deed obliged Zone Developments Pty Ltd to transfer identified Surry Hills lots to the Executrix.' 'Whether, on its proper construction, the Deed obliged Spring Street Property Group Pty Ltd to transfer identified Bondi Junction lots to the Executrix.']

Ratio Decidendi

The Deed was valid and binding, but its references to Boris having commercial and economic ownership of the relevant assets did not confer an entitlement to compel legal transfer of Michael's shares in Curlewis Street Investments or the transfer of lots owned by Zone Developments or Spring Street Property Group. The recitals confirmed and verified existing interests rather than creating new transfer obligations, and the operative clauses expressly contemplated that the companies would continue to own the properties and that existing shareholdings would remain as they were, while setting out more limited consequences such as rights to income, sale proceeds and non-recourse mortgages.

Court Disposition

Declaration made that the Deed dated 18 May 2018 is valid and binding on the parties to it; the Summons otherwise dismissed with costs.

Orders

  • ['Declare that the Deed dated 18 May 2018 is valid and binding on the parties to it.' 'Otherwise dismiss the Summons with costs.']