Lindsay-Owen v Winton Partners Funds Management Pty Ltd [2017] NSWCA 78

Lindsay-Owen v Winton Partners Funds Management Pty Ltd [2017] NSWCA 78

By majority, the term "Property" in the Mandate was properly construed as equivalent to "the Land" in the Joint Venture Agreement, comprising the whole Schofields Land, including both the RMS Land and the Non-RMS Land. On that construction Winton was entitled to calculate its remuneration by including the RMS Land proceeds, and there was no error in the declaration that $5,070,263.83 was due and payable to Winton. The appeal was therefore dismissed with costs.

Jurisdiction
Australia
Judgment Date
12 April 2017
Procedural Posture
Appeal From Supreme Court of New South Wales, Equity Division / Appeal
Outcome
Appeal dismissed.
Legal Topics
['construction of Contract Terms' 'property Development Joint Venture' 'advisory Mandate Remuneration' 'sale Proceeds' 'notice of Contention']
['contract Law' 'civil Procedure'] ['construction of Contract Terms' 'property Development Joint Venture' 'advisory Mandate Remuneration' 'sale Proceeds' 'notice of Contention']

Case Brief

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Procedural Posture

Appeal From Supreme Court of New South Wales, Equity Division / Appeal

Legal Issues

  1. 1 ['Whether the term "Property" in the Mandate referred to the whole of the Schofields Land, including the RMS Land and the Non-RMS Land, or only the Non-RMS Land.' "Whether the proceeds of sale of the RMS Land should be included in calculating Winton's remuneration." "What amount referable to the NAB debt should be deducted in calculating Winton's remuneration." "Whether the Worked Fee Example controlled or altered the contractual calculation of Winton's remuneration." 'Whether the appellants could rely on drafts of the Mandate Agreement for the first time on appeal.']

Ratio Decidendi

By majority, the term "Property" in the Mandate was properly construed as equivalent to "the Land" in the Joint Venture Agreement, comprising the whole Schofields Land, including both the RMS Land and the Non-RMS Land. On that construction Winton was entitled to calculate its remuneration by including the RMS Land proceeds, and there was no error in the declaration that $5,070,263.83 was due and payable to Winton. The appeal was therefore dismissed with costs.

Court Disposition

Appeal dismissed.

Orders

  • ['Appeal dismissed.' "The First Appellant and Second Appellant to pay the Respondent's costs of the appeal."]