Shaw and Partners Ltd v Netlinkz Ltd [2025] NSWDC 26

Shaw and Partners Ltd v Netlinkz Ltd [2025] NSWDC 26

The Court found that the Mandate and the 29 July letter require the defendant to pay the plaintiff 5% of the total amount committed in the EFA, $20.5 million, calculated at $1,025,000 plus GST, and that amendments in the 29 July letter affect the timing, not amount, of payment; thus, the defendant's alternative interpretations and cross-claims fail.

Parties
Plaintiff/cross Defendant: Shaw and Partners Ltd; Defendant/cross Claimant: Netlinkz Ltd
Jurisdiction
Australia
Judgment Date
14 February 2025
Procedural Posture
Civil / Principal Judgment
Outcome
judgment for the plaintiff; cross-claim dismissed
Legal Topics
Construction and Interpretation, Promissory Estoppel, Representation
Contracts Estoppel Construction and Interpretation Promissory Estoppel Representation

Case Brief

Summary, issues, holding and outcome

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Parties

Shaw and Partners Ltd

Plaintiff/cross Defendant

Netlinkz Ltd

Defendant/cross Claimant

Procedural Posture

Civil / Principal Judgment

Legal Issues

  1. 1 Whether the plaintiff is entitled to recover 5% of the proposed issue of $20,500,000 or only 5% of amounts actually received under the EFA
  2. 2 Whether the 29 July letter entitles the plaintiff to a reduced fee or affects timing only
  3. 3 Whether the defendant is entitled to restitution of amounts paid

Ratio Decidendi

The Court found that the Mandate and the 29 July letter require the defendant to pay the plaintiff 5% of the total amount committed in the EFA, $20.5 million, calculated at $1,025,000 plus GST, and that amendments in the 29 July letter affect the timing, not amount, of payment; thus, the defendant's alternative interpretations and cross-claims fail.

Court Disposition

judgment for the plaintiff; cross-claim dismissed

Orders

  • Judgment for the plaintiff against the defendant in the sum of $577,500 including GST.
  • Dismiss the cross-claim.