Tin-Tagel Majikk Pty Limited v Hockey

[2025] NSWSC 578

Supreme Court of NSW

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Interrogate

Catchwords

1. Contracts
2. › Breach of contract
3. › Sale of business contract
4. › Whether vendors in breach of contract for failing to adjust the purchase price for tax liabilities and employee entitlements
5. › Where clause did not impose an obligation on the vendors
6. › Where two inconsistent clauses
7. › Application of generalia specialibus non derogant maxim
8. › No breach established
1. Contracts
2. › Restraint of trade
3. › Sale of business contract
4. › Whether vendor in breach of restraint of trade
5. › Where vendor loaned real estate licence to a competing business during the restraint period
6. › Construction of restraint of trade clause
7. › Meaning of ‘capacity to exercise control’
8. › Where vendor found to have capacity to exercise control of competing business pursuant to Property and Stock Agents Act 2002 (NSW)
9. › Breach established
1. Contracts
2. › Breach of contract
3. › Sale of business contract
4. › Where vendor did not discharge registered security interest
5. › Whether vendor failed to comply with conditions precedent
6. › Where vendor failed to satisfy conditions precedent
7. › Classification of a contingency versus a promise
8. › Whether purchaser waived the requirement to satisfy conditions precedent by proceeding with completion of the sale
9. › Waiver of condition precedent established
1. Contracts
2. › Breach of contract
3. › Sale of business contract
4. › Whether vendor breached warranty
5. › Whether shares were sold free of any security interests
6. › Whether a security interest over the assets of a company is different from a security interest over the shares in a company
7. › Where a company does not own its own shares
8. › Where shares were sold free of any security interests
9. › No breach of warranty established