Brimaud, Kenneth Maurice v Boston Securities Entertainment Investments Pty Ltd & Ors [1998] FCA 1104

Brimaud, Kenneth Maurice v Boston Securities Entertainment Investments Pty Ltd & Ors [1998] FCA 1104

The applicant was entitled to damages for the respondents’ repudiation of the share allotment contract concerning the first tranche, measured by the value difference between contract price and the market price at judgment (subject to discount for escrow restriction), as he had established contractual rights and probable ability to pay. The claim for the second tranche (option) failed, as the evidence did not establish a binding variation or estoppel extending time for exercise of the option. The applicant also failed in the claims relating to loss of directorship and related options/fees.

Jurisdiction
Australia
Judgment Date
09 September 1998
Procedural Posture
Application for Damages for Breach of Contract / Judgment After Trial
Outcome
Applicant partly successful; entitled to damages for first tranche of shares, but not for second tranche or loss of directorship.
Legal Topics
['breach of Contract' 'damages' 'options and Shares' 'repudiation' 'estoppel' 'misleading or Deceptive Conduct']
['contract Law' 'corporate Law' 'trade Practices'] ['breach of Contract' 'damages' 'options and Shares' 'repudiation' 'estoppel' 'misleading or Deceptive Conduct']

Case Brief

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Procedural Posture

Application for Damages for Breach of Contract / Judgment After Trial

Legal Issues

  1. 1 ["Whether the parties had a contract for allotment of shares to applicant and the contract's scope." 'Whether the contract was varied or estoppel bars reliance on time for exercise of option for second tranche.' 'Whether applicant was ready, willing and able to perform and thus entitled to damages.' 'Proper measure of damages for breach of contract to allot/furnish shares.']

Ratio Decidendi

The applicant was entitled to damages for the respondents’ repudiation of the share allotment contract concerning the first tranche, measured by the value difference between contract price and the market price at judgment (subject to discount for escrow restriction), as he had established contractual rights and probable ability to pay. The claim for the second tranche (option) failed, as the evidence did not establish a binding variation or estoppel extending time for exercise of the option. The applicant also failed in the claims relating to loss of directorship and related options/fees.

Court Disposition

Applicant partly successful; entitled to damages for first tranche of shares, but not for second tranche or loss of directorship.

Orders

  • ['Damages awarded to the applicant for breach related to the first tranche of shares (quantum to be settled after considering discount for escrow restriction and costs).' 'Application otherwise dismissed as to claims regarding the second tranche and directorship.']