Rafeletos v Great Wall Resources Pty Ltd [2009] FCA 1395

Rafeletos v Great Wall Resources Pty Ltd [2009] FCA 1395

The Court was not persuaded on the balance of probabilities that the alleged 29 March 2002 abandonment occurred. The March 2002 agreement therefore remained on foot. However, specific performance was not warranted because of the lengthy delay, uncertainty about whether the March 2002 arrangement could now be performed as it would have been, and later Great Wall transactions that meant the parties would not be in the same position. Great Wall and Mr Capocchiano had repudiated the contract, entitling the applicant to damages, to be assessed by reference to the value that 20% of Great Wall's issued capital would have had at judgment if Great Wall's post-agreement activity had been confined...

Jurisdiction
Australia
Judgment Date
19 June 2009
Procedural Posture
Corporations, Contract and Equity Proceeding Seeking Rectification of Share Register, Specific Performance or Damages / Reasons for Provisional Findings After Hearing; Proceeding Listed for Directions for Determination of Quantum of Damages and Any Further Submissions
Outcome
Provisional findings made: respondents failed to prove consensual abandonment; specific performance was not warranted; applicant was entitled to damages for repudiation, with quantum to be determined.
Legal Topics
['rectification of Share Register' 'specific Performance' 'repudiation' 'accord and Satisfaction' 'consensual Abandonment' 'damages' 'share Allotment' 'appointment as Director']
['corporations' 'contracts' 'equity'] ['rectification of Share Register' 'specific Performance' 'repudiation' 'accord and Satisfaction' 'consensual Abandonment' 'damages' 'share Allotment' 'appointment as Director']

Case Brief

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Procedural Posture

Corporations, Contract and Equity Proceeding Seeking Rectification of Share Register, Specific Performance or Damages / Reasons for Provisional Findings After Hearing; Proceeding Listed for Directions for Determination of Quantum of Damages and Any Further Submissions

Legal Issues

  1. 1 ['Whether the March 2002 agreement that the applicant would receive a 20% interest in Great Wall and be appointed a director in return for procuring $200,000 towards the Yallah Property purchase was consensually abandoned on 29 March 2002.' "Whether grounds existed for rectification of Great Wall's share register under s 175 of the Corporations Act 2001 (Cth)." 'Whether specific performance should be granted despite delay and questions about whether the agreement could now be performed as originally contemplated.' 'Whether Great Wall and Mr Capocchiano repudiated the agreement, entitling the applicant to terminate and claim damages.' 'How damages should be assessed if the contract was repudiated.']

Ratio Decidendi

The Court was not persuaded on the balance of probabilities that the alleged 29 March 2002 abandonment occurred. The March 2002 agreement therefore remained on foot. However, specific performance was not warranted because of the lengthy delay, uncertainty about whether the March 2002 arrangement could now be performed as it would have been, and later Great Wall transactions that meant the parties would not be in the same position. Great Wall and Mr Capocchiano had repudiated the contract, entitling the applicant to damages, to be assessed by reference to the value that 20% of Great Wall's issued capital would have had at judgment if Great Wall's post-agreement activity had been confined...

Court Disposition

Provisional findings made: respondents failed to prove consensual abandonment; specific performance was not warranted; applicant was entitled to damages for repudiation, with quantum to be determined.

Orders

  • ['The proceeding be listed for directions on 7 August 2009.']