Ross River Ltd & Anor v Waveley Commercial Ltd & Ors

Ross River Ltd & Anor v Waveley Commercial Ltd & Ors

No implied terms are to be read into the JVA restricting WCL's business or requiring preservation of assets for payment; WCL and Mr Barnett owed fiduciary duties of good faith and not to favour themselves to the disadvantage of Ross River; side agreement and guarantee are enforceable as written and not a sham; Net...

Source-derived case information.

Parties
Claimant: Ross River Limited; Claimant: Blue River Limited Partnership; Defendant: Waveley Commercial Limited; Defendant: Peter Barnett; Defendant: Paul Harney; Defendant: Westbury Properties Limited
Jurisdiction
England and Wales
Judgment Date
25 January 2012
Procedural Posture
Commercial Property Dispute / Final Judgment
Outcome
Judgment for claimants in part; side agreement and guarantee enforceable; Net Profits to be calculated; WCL and Mr Barnett liable for breach of fiduciary duty if payment shortfall occurs.
Legal Topics
Joint Venture, Fiduciary Duty, Implied Terms, Accessory Liability, Damages, Account of Profits, Sham Agreements, Rectification
Commercial Law Equity Company Law Joint Venture Fiduciary Duty Implied Terms Accessory Liability Damages +3 more

Source-derived case record

Summary, issues, holding and outcome

More case intelligence is available

Unlock the full research layer for this judgment.

Full judgment text Downloadable case file Legal principles 4 Authorities cited 18 Party arguments 2 Amounts and remedies 13
Sign in to unlock

Parties

Ross River Limited

Claimant

Blue River Limited Partnership

Claimant

Waveley Commercial Limited

Defendant

Peter Barnett

Defendant

Paul Harney

Defendant

Westbury Properties Limited

Defendant

Procedural Posture

Commercial Property Dispute / Final Judgment

Legal Issues

  1. 1 Whether the JVA contained implied terms alleged by the claimants
  2. 2 Whether WCL and Mr Barnett owed fiduciary duties to the claimants
  3. 3 Whether the side agreement and guarantee were enforceable or a sham

Ratio Decidendi

No implied terms are to be read into the JVA restricting WCL's business or requiring preservation of assets for payment; WCL and Mr Barnett owed fiduciary duties of good faith and not to favour themselves to the disadvantage of Ross River; side agreement and guarantee are enforceable as written and not a sham; Net Profits to be calculated per court's findings and accountants' final figures; Mr Barnett personally liable for breach of fiduciary duty if WCL fails to pay sums due.

Court Disposition

Judgment for claimants in part; side agreement and guarantee enforceable; Net Profits to be calculated; WCL and Mr Barnett liable for breach of fiduciary duty if payment shortfall occurs.

Orders

  • Net Profits to be calculated by accountants per court's findings.
  • WCL to pay Ross River Development Profit and sums due under side agreement.