Access Training Group Limited v James Michael Jane & Ors; Access Group Training Limited v Venture Capital Fund Australia Limited (No 2) [2023] NSWSC 1632

Access Training Group Limited v James Michael Jane & Ors; Access Group Training Limited v Venture Capital Fund Australia Limited (No 2) [2023] NSWSC 1632

The effect of the Share Sale Agreement and related contractual documentation was that the AGT Shareholders' obligation to pay $1.7m to Holdings was set off against the debt owed by VCFA to AGT, as at 17 July 2019. No amount remained owing by the AGT Shareholders to Holdings after set-off; VCFA's remaining debt to...

Source-derived case information.

Parties
Plaintiff: Access Training Group Limited; First Defendant: James Michael Jane; Second Defendant: Judith Anne Jane; Plaintiff: Access Group Training Limited; Defendant: Venture Capital Fund Australia Limited
Jurisdiction
Australia
Judgment Date
20 December 2023
Procedural Posture
Equity / Final Orders and Costs
Outcome
Declarations made in both proceedings regarding the obligations and set-off; 2019/374869 dismissed; 2020/219022, judgment for AGT for $176,971.63; each party bears own costs.
Legal Topics
Costs, Interest, Set Off, Share Sale Agreement
Equity Costs Interest Set Off Share Sale Agreement

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Parties

Access Training Group Limited

Plaintiff

James Michael Jane

First Defendant

Judith Anne Jane

Second Defendant

Access Group Training Limited

Plaintiff

Venture Capital Fund Australia Limited

Defendant

Procedural Posture

Equity / Final Orders and Costs

Legal Issues

  1. 1 Whether AGT Shareholders were required to repay the deposit under the Share Sale Agreement and entitled to set off debts
  2. 2 Calculation and application of set-off between deposit and debt owed
  3. 3 Appropriate calculation and application of interest post-set-off

Ratio Decidendi

The effect of the Share Sale Agreement and related contractual documentation was that the AGT Shareholders' obligation to pay $1.7m to Holdings was set off against the debt owed by VCFA to AGT, as at 17 July 2019. No amount remained owing by the AGT Shareholders to Holdings after set-off; VCFA's remaining debt to AGT was reduced. Post-set-off, contractual interest no longer applied, and Court rate interest accrued on the remaining balance pursuant to statute. Each party bore their own costs in view of the mixed outcome, and the settlement offer did not entitle the AGT parties to indemnity costs.

Court Disposition

Declarations made in both proceedings regarding the obligations and set-off; 2019/374869 dismissed; 2020/219022, judgment for AGT for $176,971.63; each party bears own costs.

Orders

  • The Court declares that pursuant to the terms of the Share Sale Agreement, AGT Shareholders were obliged to pay, in their respective 25% proportions, $1.7m to Holdings on 17 July 2019, subject to set off against any debt owing by VCFA to AGT.
  • As at 17 July 2019, VCFA was indebted to AGT in the amount of $1,834,371.27.