Alfred Anthony Vella v Medallist Golf Holdings Pty Limited [2017] NSWSC 211

Alfred Anthony Vella v Medallist Golf Holdings Pty Limited [2017] NSWSC 211

Medallist was an accounting party in principle, but the development agreement's express clause 12 mechanism was the agreed protection for verifying clause 6.10 profit-share calculations, so an equitable account was not ordered. Clause 6.8 did not require Medallist to provide further documents or information to let the plaintiff check or perform his own calculations, and no equivalent terms were implied, because that would add a layer of obligation inconsistent with the contractual role of clause 12. The KPMG reports did not satisfy clause 12 because they gave reasonable assurance that the calculation was properly prepared but did not show verification of the amounts used in the...

Jurisdiction
Australia
Judgment Date
09 March 2017
Procedural Posture
Equity Proceedings Concerning a Development Agreement and Claimed Profit Share Entitlements / Principal Judgment After Hearing; Parties Directed to Bring in Draft Orders
Outcome
Plaintiff entitled to some but not all of the relief sought; parties to bring in draft orders.
Legal Topics
['development Agreement' 'construction of Contract' 'good Faith' 'implied Terms' 'account in Equity' 'independent Auditor Report' 'variable Share of Development Proceeds' 'delay in Completing Project']
['equity' 'contract Law' 'property Development'] ['development Agreement' 'construction of Contract' 'good Faith' 'implied Terms' 'account in Equity' 'independent Auditor Report' 'variable Share of Development Proceeds' 'delay in Completing Project']

Case Brief

Summary, issues, holding and outcome

More case intelligence is available

Unlock the full research layer for this judgment.

Full judgment text Downloadable case file Legal principles 1 Authorities cited 2 Party arguments 2 Amounts and remedies 1
Sign in to unlock

Procedural Posture

Equity Proceedings Concerning a Development Agreement and Claimed Profit Share Entitlements / Principal Judgment After Hearing; Parties Directed to Bring in Draft Orders

Legal Issues

  1. 1 ['Whether the plaintiff was entitled to have the first defendant provide an account in respect of his share of profits.' 'Whether clause 6.8 obliged the first defendant to provide calculations, documents and information enabling the plaintiff to check profit-share calculations.' 'Whether terms to that effect should be implied into the development agreement.' "Whether the KPMG reports satisfied the first defendant's obligations under clause 12 of the development agreement." "Whether clause 12 required independent audit certificates verifying that the first defendant's calculation included all required income and subtracted only permitted costs." 'Whether a term should be implied requiring the first defendant to sell all lots within a reasonable time or do all things necessary to allow the plaintiff to obtain any final profit share.' 'Whether the first defendant breached any such implied term and whether damages arose.']

Ratio Decidendi

Medallist was an accounting party in principle, but the development agreement's express clause 12 mechanism was the agreed protection for verifying clause 6.10 profit-share calculations, so an equitable account was not ordered. Clause 6.8 did not require Medallist to provide further documents or information to let the plaintiff check or perform his own calculations, and no equivalent terms were implied, because that would add a layer of obligation inconsistent with the contractual role of clause 12. The KPMG reports did not satisfy clause 12 because they gave reasonable assurance that the calculation was properly prepared but did not show verification of the amounts used in the...

Court Disposition

Plaintiff entitled to some but not all of the relief sought; parties to bring in draft orders.

Orders

  • ['Direct the parties to exchange by 17 March 2017 and deliver to the Associate a draft of the orders that each seeks to give effect to the reasons, and submissions limited to 5 pages in support.' 'Direct the parties to exchange by 24 March 2017 and deliver to the Associate submissions limited to 5 pages in reply.'...