Cologrant Pty Ltd v JDA Milperra Pty Limited & Ors [2012] NSWSC 1407

Cologrant Pty Ltd v JDA Milperra Pty Limited & Ors [2012] NSWSC 1407

The notices dated 20 June 2012 were effective to terminate the agreements because, viewed by a reasonable recipient, they were expressly given under clause 8.1(b)(i), required surrender after 90 days of all permits the subject of the agreements, and could not have left the defendants in doubt that the agreements would end at expiry of that period. Upon termination, clause 8.3 obliged the defendants to do all things necessary for transfer of the permits to the plaintiff or its nominee, and specific performance was appropriate because the defendants proposed no alternative means of satisfying those obligations and the matter was urgent.

Jurisdiction
Australia
Judgment Date
06 November 2012
Procedural Posture
Equity Division Duty List Proceedings Concerning Agreements Styled as Leases of Poker Machine Permits and Specific Performance / Principal Judgment After Hearing; Declarations and Orders Made
Outcome
Declarations and orders for specific performance were made; the summons was otherwise dismissed, the cross-summons was dismissed, and the defendants were ordered to pay the plaintiff's costs.
Legal Topics
['gaming Machine Permits' 'termination Notices' 'specific Performance' 'transfer of Poker Machine Permits' 'construction of Contractual Notices']
['equity' 'contract Law' 'gaming Regulation'] ['gaming Machine Permits' 'termination Notices' 'specific Performance' 'transfer of Poker Machine Permits' 'construction of Contractual Notices']

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Procedural Posture

Equity Division Duty List Proceedings Concerning Agreements Styled as Leases of Poker Machine Permits and Specific Performance / Principal Judgment After Hearing; Declarations and Orders Made

Legal Issues

  1. 1 ["Whether the plaintiff gave valid 90 days' notices of termination of the agreements styled as permit leases." 'Whether, upon termination, the defendants were obliged to take all necessary steps to enable transfer of the poker machine permits back to the plaintiff or its nominee.' 'Whether orders for specific performance should be made requiring steps under s 57 of the Gaming Machines Act 2001 and removal or deauthorisation of gaming machines.']

Ratio Decidendi

The notices dated 20 June 2012 were effective to terminate the agreements because, viewed by a reasonable recipient, they were expressly given under clause 8.1(b)(i), required surrender after 90 days of all permits the subject of the agreements, and could not have left the defendants in doubt that the agreements would end at expiry of that period. Upon termination, clause 8.3 obliged the defendants to do all things necessary for transfer of the permits to the plaintiff or its nominee, and specific performance was appropriate because the defendants proposed no alternative means of satisfying those obligations and the matter was urgent.

Court Disposition

Declarations and orders for specific performance were made; the summons was otherwise dismissed, the cross-summons was dismissed, and the defendants were ordered to pay the plaintiff's costs.

Orders

  • ['Make declarations and orders in accordance with paras 1-6 of the short minutes of order handed up by counsel for the plaintiff on 5 November 2012, as amended by his Honour, initialled and dated today by his Honour and placed with the papers.' 'Order that the first to fourth defendants will be excused from...