Trident Austwide Pty Ltd v Bagcorp Pty Ltd as trustee for the Rico Tea Trust [2024] NSWSC 479

Trident Austwide Pty Ltd v Bagcorp Pty Ltd as trustee for the Rico Tea Trust [2024] NSWSC 479

Upon the voluntary retirement of a partner where the partnership is not dissolved and the pre-emptive provisions are not invoked, the retiring partner is entitled to payment of its partnership share of the value of the entire partnership enterprise (including goodwill) calculated as at the date of retirement, without application of minority or marketability discounts, the sum being a debt due from the continuing partnership under s 43 of the Partnership Act 1892 (NSW).

Jurisdiction
Australia
Judgment Date
30 April 2024
Procedural Posture
Equity Proceedings Partnership Dispute / Principal Judgment Before Final Orders; Short Minutes of Order to Be Brought in
Outcome
Parties to bring in short minutes of order in accordance with reasons; value of Trident's 19% share fixed at the pro rata enterprise value without discounts; specific final orders deferred pending agreement or further submissions.
Legal Topics
['partnership Retirement Entitlements' 'valuation of Partnership Interest' 'minority Discount' 'goodwill' 'syers Order']
['equity' 'partnership Law'] ['partnership Retirement Entitlements' 'valuation of Partnership Interest' 'minority Discount' 'goodwill' 'syers Order']

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Procedural Posture

Equity Proceedings Partnership Dispute / Principal Judgment Before Final Orders; Short Minutes of Order to Be Brought in

Legal Issues

  1. 1 ['Whether retiring partner is entitled to be paid its partnership share of the enterprise value of partnership or whether payment should be discounted for lack of marketability and lack of control' 'Whether resultant payment should be treated as a debt or subject of a Syers order']

Ratio Decidendi

Upon the voluntary retirement of a partner where the partnership is not dissolved and the pre-emptive provisions are not invoked, the retiring partner is entitled to payment of its partnership share of the value of the entire partnership enterprise (including goodwill) calculated as at the date of retirement, without application of minority or marketability discounts, the sum being a debt due from the continuing partnership under s 43 of the Partnership Act 1892 (NSW).

Court Disposition

Parties to bring in short minutes of order in accordance with reasons; value of Trident's 19% share fixed at the pro rata enterprise value without discounts; specific final orders deferred pending agreement or further submissions.

Orders

  • ["Plaintiff's entitlement to 19% of the enterprise value of partnership as at 5 November 2021 ($4,245,162) declared; costs to be dealt with as outlined and deducted; parties to bring in short minutes of order by 14 May 2024 before final orders."]