In the matter of Natural Raw C Pty Ltd [2021] NSWSC 1659

In the matter of Natural Raw C Pty Ltd [2021] NSWSC 1659

The Orders did not dispose of or settle the proceedings: they did not dismiss the proceedings, determine Greemblue's remaining claims for declaratory relief or relief concerning the District Court proceedings, or resolve costs. They were interlocutory orders establishing an agreed valuation process. That process was framed to limit the sources of information for the valuer and did not permit parties unilaterally to proffer contentious material or make submissions. The second defendant's proposed implied terms were inconsistent with the agreed process and were not so obvious that they went without saying. Because the independent valuation process had broken down and could no longer be...

Jurisdiction
Australia
Judgment Date
21 December 2021
Procedural Posture
Oppression Suit in the Equity Corporations List / Interlocutory Applications Concerning Consent Valuation and Buy Out Orders
Outcome
The second defendant's interlocutory process was dismissed and the valuation and buy-out orders made on 17 September 2021 were vacated, except for Order 2 concerning the valuer's costs.
Legal Topics
['oppression Proceedings' 'consent Orders' 'setting Aside or Varying Orders' 'settlement Enforcement' 'share Valuation' 'buy Out Orders']
['corporations Law' 'civil Procedure' 'equity'] ['oppression Proceedings' 'consent Orders' 'setting Aside or Varying Orders' 'settlement Enforcement' 'share Valuation' 'buy Out Orders']

Case Brief

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Procedural Posture

Oppression Suit in the Equity Corporations List / Interlocutory Applications Concerning Consent Valuation and Buy Out Orders

Legal Issues

  1. 1 ['Whether the consent orders made on 17 September 2021 gave effect to a settlement of the proceedings or were interlocutory orders capable of being varied or discharged.' 'Whether the Court should make declarations or further orders enforcing or implementing an alleged settlement agreement, including by implying terms allowing parties to identify documents and make submissions to the valuer.' 'Whether the valuation and buy-out orders should be vacated because the agreed valuation process had broken down after material was suggested and provided to the valuer outside the agreed regime.']

Ratio Decidendi

The Orders did not dispose of or settle the proceedings: they did not dismiss the proceedings, determine Greemblue's remaining claims for declaratory relief or relief concerning the District Court proceedings, or resolve costs. They were interlocutory orders establishing an agreed valuation process. That process was framed to limit the sources of information for the valuer and did not permit parties unilaterally to proffer contentious material or make submissions. The second defendant's proposed implied terms were inconsistent with the agreed process and were not so obvious that they went without saying. Because the independent valuation process had broken down and could no longer be...

Court Disposition

The second defendant's interlocutory process was dismissed and the valuation and buy-out orders made on 17 September 2021 were vacated, except for Order 2 concerning the valuer's costs.

Orders

  • ['Dismiss the interlocutory process filed by the second defendant on 7 December 2021.' 'Vacate the orders made on 17 September 2021, save for Order 2.' "Order the second defendant to pay the plaintiff and first defendant's costs of both the plaintiff and the second defendant's interlocutory processes filed on 7...