Strategic Communications Management Pty Ltd v Techfront Australia Pty Ltd [2020] NSWSC 847

Strategic Communications Management Pty Ltd v Techfront Australia Pty Ltd [2020] NSWSC 847

The defendants bore the onus of proving the alleged oral agreement or representation releasing further obligations and failed to do so. The contemporaneous objective material, especially the Variation Deed, specified the obligations removed and preserved the Deed except to the extent expressly varied, and it did not remove the Back-to-Back Money obligations. No estoppel arose because no relevant detriment was established. Strategic was therefore entitled to the First Earn Out and Second Earn Out under the guarantees and indemnities, but not to additional damages because the claimed settlement loss was not caused by the defendants' breach, the settlement was not reasonable, and the claimed...

Jurisdiction
Australia
Judgment Date
01 July 2020
Procedural Posture
Claim Against Guarantors for Moneys Due Under a Share Purchase Deed and for Damages for Failure to Pay / Principal Judgment After Hearing
Outcome
Judgment for the plaintiff against the second defendant, the third defendant, and the fourth defendant for $2,370,164 and $3,865,460.
Legal Topics
['estoppel' 'guarantees and Indemnities' 'share Purchase Deed' 'back to Back Money' 'damages' 'settlement Reasonableness']
['contract' 'equity'] ['estoppel' 'guarantees and Indemnities' 'share Purchase Deed' 'back to Back Money' 'damages' 'settlement Reasonableness']

Case Brief

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Procedural Posture

Claim Against Guarantors for Moneys Due Under a Share Purchase Deed and for Damages for Failure to Pay / Principal Judgment After Hearing

Legal Issues

  1. 1 ['Whether the defendants and Techfront were discharged by an oral agreement or representation that payment of $4 million under the Variation Deed would release further financial obligations under the Deed.' 'Whether Strategic was estopped from enforcing the obligation to pay the Back-to-Back Money against the defendants.' 'Whether Strategic proved damages beyond the amount of the Second Earn Out arising from its settlement with the previous vendors.' 'Whether the defendants were liable under their guarantees and indemnities for the First Earn Out and Second Earn Out.']

Ratio Decidendi

The defendants bore the onus of proving the alleged oral agreement or representation releasing further obligations and failed to do so. The contemporaneous objective material, especially the Variation Deed, specified the obligations removed and preserved the Deed except to the extent expressly varied, and it did not remove the Back-to-Back Money obligations. No estoppel arose because no relevant detriment was established. Strategic was therefore entitled to the First Earn Out and Second Earn Out under the guarantees and indemnities, but not to additional damages because the claimed settlement loss was not caused by the defendants' breach, the settlement was not reasonable, and the claimed...

Court Disposition

Judgment for the plaintiff against the second defendant, the third defendant, and the fourth defendant for $2,370,164 and $3,865,460.

Orders

  • ['Judgment for the plaintiff against the second defendant, the third defendant, and the fourth defendant for $2,370,164.' 'Judgment for the plaintiff against the second defendant, the third defendant, and the fourth defendant for $3,865,460.' "The defendants are provisionally ordered to pay the plaintiff's costs of...