The Court held that a comprehensive Shareholder Agreement superseded an earlier Cooperation Agreement and effectively recharacterised funds previously injected as equity into shareholder loan funds, based on the plain words of the agreement and the entire agreement clause. The Deed of Agreement, though not validly executed as a deed due to the absence of the word 'sealed' in the execution clause as required by s 73A of the Property Law Act 1958 (Vic), was enforceable as a simple contract supported by consideration in the form of forbearance to sue on an existing debt. The guarantee given by the fourth and fifth defendants attached to ECMGW's obligation to make instalment payments under the Deed, which the Court found created new obligations notwithstanding the pre-existing repayment obligation under the Shareholder Agreement.
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