TX Australia Pty Ltd v Network Ten Pty Ltd; Network Ten Pty Ltd v TX Australia Pty Ltd [2018] NSWSC 559

TX Australia Pty Ltd v Network Ten Pty Ltd; Network Ten Pty Ltd v TX Australia Pty Ltd [2018] NSWSC 559

The compulsory disposal mechanism in the Shareholders Agreement was triggered by Ten's administration and receivership; 'price' as used in clause 10.2 refers to the market value of shares and PwC's determination that the price of Ten's shares was $0 accords with the agreement; clause 10.2(b)(ii) is not void for uncertainty as methodology was left to the expert.

Jurisdiction
Australia
Judgment Date
01 May 2018
Procedural Posture
Principal Judgment / First Instance
Outcome
Declaration granted: TXA is required by the shareholders agreement to register the transfer of Ten's shares to Seven and Nine.
Legal Topics
['shareholders Agreement' 'compulsory Share Transfer' 'expert Determination' 'contract Interpretation' 'certainty in Contracts']
['contracts' 'corporate Law' 'commercial Law'] ['shareholders Agreement' 'compulsory Share Transfer' 'expert Determination' 'contract Interpretation' 'certainty in Contracts']

Case Brief

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Procedural Posture

Principal Judgment / First Instance

Legal Issues

  1. 1 ['Whether the compulsory disposal mechanism in clause 10.2 of the Shareholders Agreement was triggered by the administration and receivership of Ten.' "Whether 'price' in clause 10.2 refers to 'market value' or 'fair and reasonable price'." "Whether PwC determined the price of Ten's shares in compliance with the Shareholders Agreement, and if so, the amount determined." 'Whether clause 10.2(b)(ii) is void for uncertainty.']

Ratio Decidendi

The compulsory disposal mechanism in the Shareholders Agreement was triggered by Ten's administration and receivership; 'price' as used in clause 10.2 refers to the market value of shares and PwC's determination that the price of Ten's shares was $0 accords with the agreement; clause 10.2(b)(ii) is not void for uncertainty as methodology was left to the expert.

Court Disposition

Declaration granted: TXA is required by the shareholders agreement to register the transfer of Ten's shares to Seven and Nine.

Orders

  • ['Declaration to that effect to be made; costs reserved.']