Andrew Michael Page v Good Impressions Offset Printing Pty Ltd (Administrators Appointed) [2012] NSWSC 1047

Andrew Michael Page v Good Impressions Offset Printing Pty Ltd (Administrators Appointed) [2012] NSWSC 1047

No binding agreement was concluded between the parties on 6 October 2010, as essential terms, including the payment schedule and other conditions, were still to be agreed, and the parties did not intend to be immediately bound. Further, there was insufficient oppressive conduct to warrant share buy-out relief. The proceedings were dismissed, with costs to the second defendant, with indemnity costs from the date of a formal offer of compromise.

Parties
Plaintiff: Andrew Michael Page; First Defendant: Good Impressions Offset Printing Pty Ltd (Administrators Appointed); Second Defendant: Peter Bruce Edwards
Jurisdiction
Australia
Judgment Date
12 July 2012
Procedural Posture
Corporations/equity / Final Judgment After Trial
Outcome
Proceedings dismissed
Legal Topics
Contract Formation, Oppression Remedies, Costs Orders
Contract Corporations Civil Procedure Contract Formation Oppression Remedies Costs Orders

Case Brief

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Parties

Andrew Michael Page

Plaintiff

Good Impressions Offset Printing Pty Ltd (Administrators Appointed)

First Defendant

Peter Bruce Edwards

Second Defendant

Procedural Posture

Corporations/equity / Final Judgment After Trial

Legal Issues

  1. 1 Whether a binding agreement was reached between the parties for the purchase of the plaintiff's shares
  2. 2 Whether post-contractual conduct can be taken into account in determining if a binding contract was formed
  3. 3 Whether oppressive conduct under Corporations legislation was established against the plaintiff and if a share buy-out order is appropriate

Ratio Decidendi

No binding agreement was concluded between the parties on 6 October 2010, as essential terms, including the payment schedule and other conditions, were still to be agreed, and the parties did not intend to be immediately bound. Further, there was insufficient oppressive conduct to warrant share buy-out relief. The proceedings were dismissed, with costs to the second defendant, with indemnity costs from the date of a formal offer of compromise.

Court Disposition

Proceedings dismissed

Orders

  • Proceedings dismissed
  • Plaintiff to pay second defendant's costs, on the ordinary basis until and including 26 June 2012, and on the indemnity basis from 27 June 2012.