Sara Stockham Pty Ltd v WLD Practice Holdings Pty Ltd

[2021] NSWCA 51

NSW Court of Appeal

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Interrogate

Catchwords

1. Contract
2. › Construction
3. › Unitholders agreement
4. › Interaction between separate clauses
5. › Whether clause imposing embargo on trustee decisions qualified separate valuation mechanism
6. › Whether valuer required to be satisfied of compliance with embargo clause
1. Appeal
2. › Leave to appeal
3. › Supreme Court Act 1970 (NSW), s 101(2)(r)
4. › Final order dismissing cross-summons
5. › Whether matter at issue of value of $100,000 or more
6. › Requirement for evidence of realistic prospect of increasing wealth by $100,000

Quick Take

A clause rendering trustee decisions void for want of unanimous resolution does not automatically qualify or constrain a separate valuation mechanism, and the void decision does not extend to transactions entered into with third parties.