Sara Stockham Pty Ltd v WLD Practice Holdings Pty Ltd [2021] NSWCA 51

Sara Stockham Pty Ltd v WLD Practice Holdings Pty Ltd [2021] NSWCA 51

Clause 7.8 of the Unitholders Agreement is a contractual embargo on the trustee giving effect to decisions on Major Policy Issues without unanimous resolution, but does not require the valuer, under clause 13, to be satisfied of compliance with clause 7.8 in determining Fair Market Value, nor make such satisfaction a condition for validity of the valuation; thus, the answers given by the primary judge were correct, and the appeal was incompetent without leave and should be dismissed.

Jurisdiction
Australia
Judgment Date
06 April 2021
Procedural Posture
Appeal / Appellate Judgment (court of Appeal, Nswca) on Dismissal of Notice of Appeal and Application for Leave to Appeal
Outcome
Notice of appeal dismissed as incompetent; application for leave to appeal dismissed; costs ordered against Sara Stockham and Sara Stockham Pty Ltd.
Legal Topics
['construction of Unitholders Agreements' 'validity of Trustee Decisions' 'valuation of Units' 'appeals as of Right and With Leave' 'preliminary Questions and Separate Determination']
['contract Law' 'equity' 'trusts' 'civil Procedure'] ['construction of Unitholders Agreements' 'validity of Trustee Decisions' 'valuation of Units' 'appeals as of Right and With Leave' 'preliminary Questions and Separate Determination']

Case Brief

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Procedural Posture

Appeal / Appellate Judgment (court of Appeal, Nswca) on Dismissal of Notice of Appeal and Application for Leave to Appeal

Legal Issues

  1. 1 ['Whether clause 7.8 of the Unitholders Agreement requires the valuer to disregard transactions relating to Major Policy Issues not approved by unanimous resolution' 'Whether compliance with clause 7.8 is a condition to the validity of a determination of Fair Market Value under clause 13' 'Whether the primary judge erred in dismissing the cross-summons on the construction of the agreement' 'Whether the appeal was competent without leave under the Supreme Court Act 1970 (NSW)']

Ratio Decidendi

Clause 7.8 of the Unitholders Agreement is a contractual embargo on the trustee giving effect to decisions on Major Policy Issues without unanimous resolution, but does not require the valuer, under clause 13, to be satisfied of compliance with clause 7.8 in determining Fair Market Value, nor make such satisfaction a condition for validity of the valuation; thus, the answers given by the primary judge were correct, and the appeal was incompetent without leave and should be dismissed.

Court Disposition

Notice of appeal dismissed as incompetent; application for leave to appeal dismissed; costs ordered against Sara Stockham and Sara Stockham Pty Ltd.

Orders

  • ['The notice of appeal filed 9 December 2020 be dismissed as incompetent.' 'The application for leave to appeal be dismissed.' 'Sara Stockham and Sara Stockham Pty Ltd pay the costs of WLD Practice Holdings Pty Ltd in this Court.']