Ferizis v Nash [2007] NSWDC 108

Ferizis v Nash [2007] NSWDC 108

Nash and Vaughan, by their representations and by executing the four signature page, agreed to guarantee the obligations of LNG and PED, and are estopped from denying they were directors or denying their guarantees, notwithstanding deficiencies in formal appointment as directors or errors in the drafting of the guarantee clause. The documents and conduct evidenced the parties' intention. The guarantee clause is construed to bind Nash and Vaughan personally, and the plaintiff is entitled to recover the invested sums paid plus interest.

Parties
Plaintiff: George Ferizis; First Defendant: Christine Nash; Second Defendant: Graham Vaughan
Jurisdiction
Australia
Judgment Date
27 April 2007
Procedural Posture
Civil / Judgment After Final Hearing
Outcome
Judgment for the plaintiff.
Legal Topics
Guarantee, Directors' Liabilities, Contract Construction, Estoppel by Representation, Estoppel by Convention
Contract Law Equity Estoppel Guarantee Directors' Liabilities Contract Construction Estoppel by Representation Estoppel by Convention

Case Brief

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Parties

George Ferizis

Plaintiff

Christine Nash

First Defendant

Graham Vaughan

Second Defendant

Procedural Posture

Civil / Judgment After Final Hearing

Legal Issues

  1. 1 Was the document executed a guarantee or merely an acknowledgment of receipt?
  2. 2 Construction of the guarantee clause in the Option Deeds.
  3. 3 Whether Nash and Vaughan agreed to guarantee obligations of P&E and/or LNG.

Ratio Decidendi

Nash and Vaughan, by their representations and by executing the four signature page, agreed to guarantee the obligations of LNG and PED, and are estopped from denying they were directors or denying their guarantees, notwithstanding deficiencies in formal appointment as directors or errors in the drafting of the guarantee clause. The documents and conduct evidenced the parties' intention. The guarantee clause is construed to bind Nash and Vaughan personally, and the plaintiff is entitled to recover the invested sums paid plus interest.

Court Disposition

Judgment for the plaintiff.

Orders

  • Judgment for the plaintiff in the amount of $500,000 plus interest to judgment date.
  • Plaintiff is entitled to an order for the costs of the proceedings.