United Rural Enterprises v Lopmand [2002] NSWSC 1178

United Rural Enterprises v Lopmand [2002] NSWSC 1178

URE advanced $250,000 to Lopmand and Mr Lake on the same security as the former Gilbert Frank loan (a charge over the Lopmand Painten Share and two Bayview lots), with interest at 8.5%, six monthly in advance, repayable immediately. There was no 'Letter Agreement' binding the parties regarding the Lopmand share transfer, and no basis for rectifying the 9 November 2000 settlement or for rescission on mistake. URE is entitled to judgment for the loan plus interest, and while registration of Lindsay-Owen Holdings Pty Ltd as shareholder was irregular, no oppression remedy is available as URE or its nominee was entitled to be registered. The register should be rectified to reflect a proper...

Jurisdiction
Australia
Judgment Date
12 December 2002
Procedural Posture
Civil / Final Judgment After Trial
Outcome
Parties directed to bring in short minutes of orders to give effect to judgment; URE entitled to judgment against Lopmand and Mr Lake for $250,000 plus interest; rectification of register to be made in accordance with judgment; application for inspection of records refused but may be re-applied for if Lopmand...
Legal Topics
['terms and Construction of Contracts' 'rectification of Contract' 'discharge and Breach of Contract' 'repudiation and Rescission' 'oppression Remedies Under Corporations Act' 'rights of Mortgagee Over Shares' 'rectification of Share Registers' 'order for Inspection of Company Records']
['contracts' 'corporations' 'mortgages' 'equity'] ['terms and Construction of Contracts' 'rectification of Contract' 'discharge and Breach of Contract' 'repudiation and Rescission' 'oppression Remedies Under Corporations Act' 'rights of Mortgagee Over Shares' 'rectification of Share Registers' 'order for Inspection of Company Records']

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Procedural Posture

Civil / Final Judgment After Trial

Legal Issues

  1. 1 ['What were the terms of the loan agreement between URE, Lopmand, and Mr Lake?' 'Was URE entitled to repayment, and on what basis?' 'Did any agreement regarding the transfer of the Gilbert Painten Share exist or confer rights?' 'Should the settlement agreement of 9 November 2000 be rectified for mistake?' 'Was there oppression under the Corporations Act in the removal of Lopmand as shareholder?' 'Is there a right to rectification of the register or inspection of company records?']

Ratio Decidendi

URE advanced $250,000 to Lopmand and Mr Lake on the same security as the former Gilbert Frank loan (a charge over the Lopmand Painten Share and two Bayview lots), with interest at 8.5%, six monthly in advance, repayable immediately. There was no 'Letter Agreement' binding the parties regarding the Lopmand share transfer, and no basis for rectifying the 9 November 2000 settlement or for rescission on mistake. URE is entitled to judgment for the loan plus interest, and while registration of Lindsay-Owen Holdings Pty Ltd as shareholder was irregular, no oppression remedy is available as URE or its nominee was entitled to be registered. The register should be rectified to reflect a proper...

Court Disposition

Parties directed to bring in short minutes of orders to give effect to judgment; URE entitled to judgment against Lopmand and Mr Lake for $250,000 plus interest; rectification of register to be made in accordance with judgment; application for inspection of records refused but may be re-applied for if Lopmand...

Orders

  • ['Parties to bring in short minutes of order to give effect to reasons for judgment.' 'Appointment for bringing in of short minutes to be made within seven days of judgment.']