Idoshore Pty Limited ACN 068 703 293 v IPN Medical Centres (NSW) Pty Limited ACN 093 560 448 [2007] FCA 2025

Idoshore Pty Limited ACN 068 703 293 v IPN Medical Centres (NSW) Pty Limited ACN 093 560 448 [2007] FCA 2025

The adjustment calculation had to exclude projected post-departure earnings of Dr Grech and should assume his annual leave was taken consistently through the year, producing an agreed working-day figure of 87. Interest accrued on the Warranty Security Deposit formed part of that deposit and was payable to Idoshore....

Source-derived case information.

Jurisdiction
Australia
Judgment Date
29 October 2007
Procedural Posture
Federal Court Proceeding Concerning Construction of a Business Sale & Purchase Agreement, Purchase Price Adjustment, Warranty Security Deposit, Interest and Costs / Determination of Questions Left Outstanding After Orders and Declarations Made on 7 August 2007, Including the Amount of the Adjustment Upwards, Pre Judgment Interest and Costs
Outcome
The respondents were ordered to pay Idoshore additional sums for pre-judgment interest, the purchase price adjustment and interest on that adjustment, and to pay Idoshore's costs subject to costs thrown away by Idoshore's amendment and the vacation of hearing dates.
Legal Topics
['business Sale & Purchase Agreement' 'purchase Price Adjustment' 'warranty Security Deposit' 'pre Judgment Interest' 'offer of Compromise' 'costs Thrown Away by Amendment and Vacation of Hearing Dates']
['contract Law' 'civil Procedure' 'costs' 'interest'] ['business Sale & Purchase Agreement' 'purchase Price Adjustment' 'warranty Security Deposit' 'pre Judgment Interest' 'offer of Compromise' 'costs Thrown Away by Amendment and Vacation of Hearing Dates']

Source-derived case record

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Procedural Posture

Federal Court Proceeding Concerning Construction of a Business Sale & Purchase Agreement, Purchase Price Adjustment, Warranty Security Deposit, Interest and Costs / Determination of Questions Left Outstanding After Orders and Declarations Made on 7 August 2007, Including the Amount of the Adjustment Upwards, Pre Judgment Interest and Costs

Legal Issues

  1. 1 ['How the adjustment upwards to the purchase price under subclause 3.3(a) of the Agreement should be calculated after excluding projected earnings of Dr Grech after 21 September 2001.' 'Whether interest accrued on the Warranty Security Deposit formed part of the deposit payable to Idoshore.' 'Whether pre-judgment interest should be awarded under s 51A of the Federal Court of Australia Act 1976 (Cth) despite delay by Idoshore.' "What costs orders should be made, including costs thrown away and the effect of Idoshore's offer of compromise."]

Ratio Decidendi

The adjustment calculation had to exclude projected post-departure earnings of Dr Grech and should assume his annual leave was taken consistently through the year, producing an agreed working-day figure of 87. Interest accrued on the Warranty Security Deposit formed part of that deposit and was payable to Idoshore. Although Idoshore delayed the proceeding, there was no evidence that awarding interest at the usual Supreme Court of New South Wales rates would be unfair or unjust, so pre-judgment interest should be included. Idoshore was substantially successful and obtained a result more favourable than its May 2005 offer of compromise, justifying special costs orders, subject to Idoshore...

Court Disposition

The respondents were ordered to pay Idoshore additional sums for pre-judgment interest, the purchase price adjustment and interest on that adjustment, and to pay Idoshore's costs subject to costs thrown away by Idoshore's amendment and the vacation of hearing dates.

Orders

  • ['In addition to the sums of $85,000.00 and $125,000.00 ordered on 7 August 2007, the respondents and each of them pay the applicant $98,489.02, being pre-judgment interest on those sums.' 'The respondents and each of them pay the applicant $220,579.00, being the adjustment upwards referred to in Declaration 1 made...