Jago v Coastalwatch Pty Limited [2009] NSWSC 594

Jago v Coastalwatch Pty Limited [2009] NSWSC 594

The court found that an oral contract had been reached in December 2005 for plaintiff's employment as managing director for three years at $100,000 per annum plus bonuses, and as part of remuneration package, 10% shareholding in Coastalwatch for no consideration and an option for another 10% for $35,000. Essential terms were agreed and intended to be binding immediately, regardless of formal documentation. Defendant breached contract by making position redundant, terminating services, and refusing transfer of shares.

Jurisdiction
Australia
Judgment Date
26 June 2009
Procedural Posture
Principal Judgment / Liability Determination; Quantification of Damages Stood Over
Outcome
Plaintiff's contract was breached; plaintiff entitled to 10% shares and option for further 10%; damages and quantification stood over; declaration and order on cross-claim granted.
Legal Topics
['offer and Acceptance' 'formation of Contract' 'options to Acquire Shares' 'termination of Employment' 'specific Performance' 'damages' 'repudiation']
['contract Law' 'employment Law' 'equity'] ['offer and Acceptance' 'formation of Contract' 'options to Acquire Shares' 'termination of Employment' 'specific Performance' 'damages' 'repudiation']

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Procedural Posture

Principal Judgment / Liability Determination; Quantification of Damages Stood Over

Legal Issues

  1. 1 ['Whether a concluded contract existed before execution of documentation' 'Whether terms for fixed employment and share options were agreed' 'Whether defendant breached contract in making position redundant and refusing share transfer' 'Whether plaintiff or defendant repudiated contract']

Ratio Decidendi

The court found that an oral contract had been reached in December 2005 for plaintiff's employment as managing director for three years at $100,000 per annum plus bonuses, and as part of remuneration package, 10% shareholding in Coastalwatch for no consideration and an option for another 10% for $35,000. Essential terms were agreed and intended to be binding immediately, regardless of formal documentation. Defendant breached contract by making position redundant, terminating services, and refusing transfer of shares.

Court Disposition

Plaintiff's contract was breached; plaintiff entitled to 10% shares and option for further 10%; damages and quantification stood over; declaration and order on cross-claim granted.

Orders

  • ['Declaration that plaintiff holds 31,250 class A shares in Coastalwatch on trust for Crown Financial Pty Limited' 'Order that plaintiff transfer the shares to Crown for no consideration' 'Parties to bring in short minutes of order reflecting reasons' 'Quantification and assessment of damages stood over before...