|Australian Securities and Investments Commission v Mariner Corporation Ltd (FCA) - corporations - conduct relating to announcement of off-market take-over bid - originating application dismissed
|Papantoniou v Brown (NSWCA) - contract - arrangement for purchase of share in property - finding of unjust contract outside pleadings - denial of procedural fairness - appeal allowed
|Re Calder Park Promotions (In Liq) (VSC) - corporations - non-compliance by examinee with requirement to produce documents - examinee ordered to pay wasted costs incurred by liquidators
|Nichols Constructions Pty Ltd v Mt Marlow Pty Ltd (QSC) - pleadings - contract - loan - statement of claim embarrassing and struck out with leave to replead
|Summaries With Link (Five Minute Read)
|Australian Securities and Investments Commission v Mariner Corporation Ltd  FCA 589
Federal Court of Australia
Corporations - proceeding concerning lawfulness of defendants’ conduct relating to announcement of off-market takeover bid by company for all issued capital of another company at 10.5 cents per share - ASIC brought proceeding against Mariner and its three directors alleging contraventions of ss180, 631(2)(b) & 1041H Corporations Act 2001 with respect to takeover announcement - test for ‘reckless’ - misleading or deceptive conduct - price representation - funding representation - held: ASIC’s claims failed - originating application dismissed.
|Papantoniou v Brown  NSWCA 168
Court of Appeal of New South Wales
Beazley P; Macfarlan JA & Sackville AJA
Contract - unjust contracts - procedural fairness - solicitor entered contractual arrangement with two brothers, one of which later died, to purchase sisters’ share of co-owned property - brothers agreed solicitor could borrow funds for purchase and provide mortgage of property as security - brothers agreed to provide guarantees to lender - solicitor made purchase with borrowed funds secured over property - brothers provided guarantees - solicitor defaulted - lender took possession - one brother incurred expenses in unsuccessful attempt to resist lender’s claim - primary Judge found original contractual arrangement unjust under Contracts Review Act 1980 and declared it void to extent it required solicitor’s liability to be borne by respondents and ordered solicitor to pay compensation to respondents - held: finding that contractual arrangement unjust was outside cross-claims pleaded by respondents - conditions in Dare v Pulham for conduct of case outside pleadings not satisfied - solicitor denied procedural fairness - respondents not entitled to claim expenses against solicitor of unsuccessfully resisting lender’s claim for possession - appeal allowed.
|Re Calder Park Promotions (In Liq)  VSC 285
Supreme Court of Victoria
Corporations - external administration - liquidators of company sought that summonses be issued for examination of certain persons in relation to examinable affairs of company summons issued to examinee to attend examination and produce documents - liquidators sought that examinee pay their costs wasted by reason of his failure to produce the documents - ss596A & 597(9) Corporations Act 2001 - held: there was serial non-compliance with requirement to produce documents - examinee ordered to pay the costs wasted by reason of the non-compliance with his obligations - Court declined to fix costs.
|Nichols Constructions Pty Ltd v Mt Marlow Pty Ltd  QSC 165
Supreme Court of Queensland
Pleadings - plaintiff sought declarations orders against first and second defendants with respect to loan from plaintiff to another company - second defendant sought to strike out claim and statement of claim - rr171 & 293 Uniform Civil Procedure Rules 1999 - held: pleading was inadequate - pleading relied on at least one allegation which was not properly pleaded and which might not be able to be pleaded - not a fruitful exercise to attempt to excise inadequate parts - pleading was embarrassing and struck out with leave to replead.