Sharjade Pty Ltd v RAAF (Landings) Ex-Servicemen Charitable Fund Pty Ltd [2008] NSWSC 1003

Sharjade Pty Ltd v RAAF (Landings) Ex-Servicemen Charitable Fund Pty Ltd [2008] NSWSC 1003

Darwinia wrongfully terminated the Heads of Agreement. The plaintiff (Sharjade) was not in breach of a fundamental term, nor did it repudiate; the contractual requirements for provision of a bank guarantee or finance were not triggered absent a contract of sale, and Darwinia failed to actively assist the plaintiff as required. The termination of the Option Agreement by the Commonwealth did not entitle Darwinia to terminate the Heads of Agreement, and performance of the Heads of Agreement was still possible. Claims in conspiracy and inducement against the Commonwealth fail due to lack of evidence of any combination, agreement, or intention to interfere with the Heads of Agreement. Quantum...

Jurisdiction
Australia
Judgment Date
08 October 2008
Procedural Posture
Civil / Liability Trial; Judgment on Liability Only
Outcome
Plaintiff's case against first defendant for wrongful termination is made out. Other claims dismissed. Liability found against Darwinia (first defendant) for wrongful termination. Claims in conspiracy, inducement, quantum meruit and estoppel dismissed.
Legal Topics
['wrongful Termination' 'breach of Contract' 'conspiracy' 'inducement of Breach of Contract' 'joint Venture Agreements' 'quantum Meruit' 'estoppel']
['contract Law' 'equity' 'commercial Law'] ['wrongful Termination' 'breach of Contract' 'conspiracy' 'inducement of Breach of Contract' 'joint Venture Agreements' 'quantum Meruit' 'estoppel']

Case Brief

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Procedural Posture

Civil / Liability Trial; Judgment on Liability Only

Legal Issues

  1. 1 ['Whether Darwinia wrongfully terminated the Heads of Agreement with the plaintiff' 'Whether the plaintiff was in breach of the Heads of Agreement by failing to arrange finance or provide a bank guarantee' 'Whether the Heads of Agreement was frustrated or subject to a failure of a contingent condition following the termination of the Option Agreement' 'Whether the Commonwealth and Darwinia conspired or the Commonwealth induced breach of the Heads of Agreement' 'Whether the plaintiff can assert quantum meruit or estoppel claims']

Ratio Decidendi

Darwinia wrongfully terminated the Heads of Agreement. The plaintiff (Sharjade) was not in breach of a fundamental term, nor did it repudiate; the contractual requirements for provision of a bank guarantee or finance were not triggered absent a contract of sale, and Darwinia failed to actively assist the plaintiff as required. The termination of the Option Agreement by the Commonwealth did not entitle Darwinia to terminate the Heads of Agreement, and performance of the Heads of Agreement was still possible. Claims in conspiracy and inducement against the Commonwealth fail due to lack of evidence of any combination, agreement, or intention to interfere with the Heads of Agreement. Quantum...

Court Disposition

Plaintiff's case against first defendant for wrongful termination is made out. Other claims dismissed. Liability found against Darwinia (first defendant) for wrongful termination. Claims in conspiracy, inducement, quantum meruit and estoppel dismissed.

Orders

  • ['The matter is listed for planning the trial on quantum on 16 October 2008.' 'Parties to prepare Short Minutes of Order reflecting findings on liability.' 'If parties cannot agree on costs, court to hear argument.']