Gladio Pty Ltd v Buckworth [2015] NSWSC 922

Gladio Pty Ltd v Buckworth [2015] NSWSC 922

Gladio was entitled to rescind the contract for sale for breach of cl 10(g) – the condition requiring Ashdown's books, including minutes, to be properly kept was not satisfied, as no minute was kept of a crucial decision, and the contract expressly made such matters conditions. The approval given by Ashdown was not an unconditional consent per cl 6.1, so Gladio's rescission notice was valid. Claims for misrepresentation, misleading conduct, unconscionability, and frustration failed for reasons including lack of trade or commerce and absence of special disadvantage. Ashdown, SCTM, and cross-defendants had no liability in tort or equity.

Jurisdiction
Australia
Judgment Date
14 July 2015
Procedural Posture
Principal Judgment / Final Judgment
Outcome
Plaintiff (Gladio) to have judgment against first defendant (Buckworth) for $145,000 plus interest. Judgment for Ashdown and cross-defendants. Costs reserved.
Legal Topics
['rescission' 'misrepresentation' 'company Title' 'share Sale' 'consent to Transfer' 'proper Records' 'licences and Requisitions' 'frustration' 'unconscionable Conduct' 'negligence' 'record Keeping' 'settlement Negotiations']
['contract' 'equity' 'tort' 'conveyancing' 'trade Practices' 'procedure' 'evidence'] ['rescission' 'misrepresentation' 'company Title' 'share Sale' 'consent to Transfer' 'proper Records' 'licences and Requisitions' 'frustration' 'unconscionable Conduct' 'negligence' 'record Keeping' 'settlement Negotiations']

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Procedural Posture

Principal Judgment / Final Judgment

Legal Issues

  1. 1 ["Whether Ashdown's consent satisfied cl 6.1 of the contract" 'Whether Gladio was entitled to rescind for breach of cl 10(g)' 'Whether Gladio was entitled to rescind for innocent misrepresentation' 'Whether misleading or deceptive conduct occurred in trade or commerce' 'Whether unconscionability was made out' 'Whether contract was frustrated by change to House Rules' 'Whether Ashdown owed a duty of care to Gladio' 'Whether SCTM breached duties owed to Ashdown']

Ratio Decidendi

Gladio was entitled to rescind the contract for sale for breach of cl 10(g) – the condition requiring Ashdown's books, including minutes, to be properly kept was not satisfied, as no minute was kept of a crucial decision, and the contract expressly made such matters conditions. The approval given by Ashdown was not an unconditional consent per cl 6.1, so Gladio's rescission notice was valid. Claims for misrepresentation, misleading conduct, unconscionability, and frustration failed for reasons including lack of trade or commerce and absence of special disadvantage. Ashdown, SCTM, and cross-defendants had no liability in tort or equity.

Court Disposition

Plaintiff (Gladio) to have judgment against first defendant (Buckworth) for $145,000 plus interest. Judgment for Ashdown and cross-defendants. Costs reserved.

Orders

  • ['Judgment for Gladio against Buckworth for $145,000 plus interest from 26 September 2013 to judgment.' "Ashdown to have judgment in its favour on Gladio's claim." 'Each cross-defendant to have judgment in its favour on the cross-claim.' 'Costs reserved.' 'Proceedings stood over for entry of judgment and directions...