Sibley Investments Pty Ltd v Oldfields Advance Scaffold Pty Ltd

• 1. CONTRACT — construction — shareholders agreement — whether a loan default notice has been served in accordance with the shareholders agreement — whether there is a requirement for a further notice of default after a failure to remedy the breach within ten days — HELD — no requirement for a further notice of default — loan default notice was served in accordance with the shareholders agreement
• 1. CONTRACT — construction — shareholders agreement — where a security default notice was served in respect of shares provided as security to a third party in breach of the shareholders agreement — whether a deed poll purporting to remedy that breach extinguished the right to acquire shares under the shareholder agreement as a consequence of the security default notice — HELD — the right to acquire shares as a consequence of the security default notice arose immediately upon the breach and did not provide a period within which it may be remedied before the default arose
• 1. CONTRACT — construction — shareholders agreement — where the shareholders agreement provided that it would be automatically terminated upon the commencement of certain proceedings against the company — whether proceedings commenced against the company caused the shareholders agreement to be automatically terminated — HELD — on its proper construction, the proceedings commenced against the company were not proceedings that triggered the automatic termination of the shareholders agreement
• 1. EQUITY — equitable remedies — specific performance — the right of one shareholder to purchase shares of another shareholder under shareholders agreement to obtain controlling interest — where the shares are not freely or readily available on the open market — whether damages an adequate remedy — HELD — specific performance of right to acquire shares granted

Quick Take