Simson v Wotif.com Holdings Ltd [2012] NSWSC 432

Simson v Wotif.com Holdings Ltd [2012] NSWSC 432

The presence of specified minimum and maximum purchase prices in the share sale agreement distinguished this case from RDJ International, making it inappropriate to imply the pleaded term; therefore, the relevant pleading should be struck out with liberty to replead.

Jurisdiction
Australia
Judgment Date
13 April 2012
Procedural Posture
Civil / Interlocutory Application to Strike Out Pleadings
Outcome
Pleading struck out with liberty to replead
Legal Topics
['striking Out Pleadings' 'implied Contractual Terms' 'share Sale Agreements' 'earn Out Provisions']
['procedure' 'contract Law'] ['striking Out Pleadings' 'implied Contractual Terms' 'share Sale Agreements' 'earn Out Provisions']

Case Brief

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Procedural Posture

Civil / Interlocutory Application to Strike Out Pleadings

Legal Issues

  1. 1 ['Whether there was an implied term in the share sale agreement that Wotif would not operate GoDo in a way likely to lower EBITDA within 12 months after the sale' 'Whether the pleadings alleging the implied term should be struck out']

Ratio Decidendi

The presence of specified minimum and maximum purchase prices in the share sale agreement distinguished this case from RDJ International, making it inappropriate to imply the pleaded term; therefore, the relevant pleading should be struck out with liberty to replead.

Court Disposition

Pleading struck out with liberty to replead

Orders

  • ['Paragraphs of the statement of claim depending on the implied term (par 6(b)) struck out' 'Liberty to replead by 4:00 pm on 20 April 2012' "Plaintiffs to pay defendant's costs" 'Parties to draw up short minutes of order']