HANRATTY v THE CARRINGTON REDEVELOPMENT PTY LIMITED [1999] NSWSC 327

HANRATTY v THE CARRINGTON REDEVELOPMENT PTY LIMITED [1999] NSWSC 327

No basis was shown to set aside the consent orders or the expert valuation. The parties' agreement made the expert's determination final and binding except for manifest error, and the complaints about incomplete material, further investigation, alleged incorrect valuation, and hypothetical-sale reasoning did not establish manifest error or that the expert failed genuinely to perform the contractual valuation task. On either the expert's approach or a net asset value halved approach, the company value was negative after costs, supporting the nominal value attributed to the plaintiff's share.

Jurisdiction
Australia
Judgment Date
06 April 1999
Procedural Posture
Equity Proceedings Concerning a Shareholder Dispute and Valuation of Shares Under Consent Orders / Hearing of the Plaintiff's Amended Notice of Motion of 6 April 1999 and the Defendant's Notice of Motion of 11 March 1999
Outcome
Plaintiff's Amended Notice of Motion dismissed; defendant's Notice of Motion dismissed; costs ordered against the plaintiff for specified motions and otherwise each party to bear own costs of the second defendant's motion.
Legal Topics
['valuation of Shares' 'independent Expert Determination' 'final and Binding Valuation' 'manifest Error' 'consent Orders']
['equity' 'corporations' 'contract'] ['valuation of Shares' 'independent Expert Determination' 'final and Binding Valuation' 'manifest Error' 'consent Orders']

Case Brief

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Procedural Posture

Equity Proceedings Concerning a Shareholder Dispute and Valuation of Shares Under Consent Orders / Hearing of the Plaintiff's Amended Notice of Motion of 6 April 1999 and the Defendant's Notice of Motion of 11 March 1999

Legal Issues

  1. 1 ['Whether the consent orders of 13 October 1998 should be set aside' "Whether the independent expert's valuation should be set aside for failures by a party to provide information" 'Whether the valuation disclosed manifest error on the face of the determination or explanation' "Whether the expert valued the wrong subject matter by considering a hypothetical sale of the plaintiff's shares rather than halving the value of the company"]

Ratio Decidendi

No basis was shown to set aside the consent orders or the expert valuation. The parties' agreement made the expert's determination final and binding except for manifest error, and the complaints about incomplete material, further investigation, alleged incorrect valuation, and hypothetical-sale reasoning did not establish manifest error or that the expert failed genuinely to perform the contractual valuation task. On either the expert's approach or a net asset value halved approach, the company value was negative after costs, supporting the nominal value attributed to the plaintiff's share.

Court Disposition

Plaintiff's Amended Notice of Motion dismissed; defendant's Notice of Motion dismissed; costs ordered against the plaintiff for specified motions and otherwise each party to bear own costs of the second defendant's motion.

Orders

  • ["The plaintiff's Amended Notice of Motion of 6 April 1999 is dismissed." "The defendant's Notice of Motion of 11 March 1999 is dismissed." "The plaintiff pay the defendant's costs of the Notice of Motion of 5 February 1999 and the Amended Notice of Motion of 6 April 1999." "Each party pay his own costs of the...