Copper (Qld) Investment Pte Ltd v Hallion

[2025] VSCA 221

Victorian Court of Appeal

Built by Barristers,
For Australian Law.

See how it works

Interrogate

Catchwords

1. Contract
2. › Construction
3. › Objective intention of parties
4. › Reasonable businessperson
5. › Uncommercial outcome
6. › Whether earnout payment conditional on cash returns to broader group of investors or only investors in purchasing entity
7. › Share sale agreement
1. Contract
2. › Construction
3. › Extrinsic evidence
4. › Drafting history
5. › Whether rejected definitions in earlier drafts relevant to interpretation
6. › Whether terms sheet relevant to interpreting final agreements
7. › Codelfa Construction Pty Ltd v State Rail Authority (NSW) (1982) 149 CLR 337
1. Contract
2. › Construction
3. › Security instruments
4. › Share mortgage
5. › Meaning of 'Secured Money'
6. › Whether contingent earnout payment included in escrow obligation
7. › Whether parenthesised words of clarification limit or extend defined term
1. Contract
2. › Construction
3. › Security instruments
4. › Share mortgage
5. › Acceleration clause
6. › Whether Secured Money in acceleration clause includes contingent obligations not yet owing
7. › Relationship between escrow clause and acceleration clause

Quick Take

Where an earnout payment in a share sale agreement is calculated by reference to returns to 'investors' in the buyer, and the buyer's assets are merged into a larger entity holding unrelated assets, the earnout calculation is confined to returns attributable to the original investment, not the broader merged entity's returns.