| International Petroleum Investment Company v Independent Public Business Corporation of Papua New Guinea (NSWCA) - contract - bond deed poll - consequences of valuation not being binding on parties - appeal allowed - cross-appeal and notice of contention dismissed |
| Summaries With Link (Five Minute Read) |
International Petroleum Investment Company v Independent Public Business Corporation of Papua New Guinea [2015] NSWCA 363
Court of Appeal of New South Wales
Bathurst CJ; Macfarlan & Ward JJA
Contract - appellant (IPBC) issued Exchangeable Bonds to respondent (IPIC) - IPBC raised amount which it used to finance participation in gas project - terms and conditions of Bonds contained in Bond Deed Poll made by IPBC - Maturity Date of Bonds was 5 March 2014 - mature Bonds subject to mandatory exchange into ordinary shares in capital of company whose shares were listed on Australian Securities Exchange (ASX) - if, on Maturity Date, Principal Amount of Bonds being redeemed exceeded Current Market Value of all of the Shares, IPBC as Issuer was to pay to IPIC as Holder a Cash Settlement Amount equivalent to shortfall - conditions incorporated mechanism to determine Current Market Value of Shares - terms and conditions included procedure for parties to appoint Independent Valuer to assess market value and average of two valuations taken - IPBC issued an Alternative Valuation Notice (AVN) - parties each appointed an Independent Valuer - primary judge found AVN valid - valuation by Independent Valuer appointed by IPBC (RBC) was not binding - valuation by Independent Valuer appointed by IPIC binding - held: primary judge erred in findings as to consequence under Bond Deed of RBC valuation not being binding on parties due to manifest or proven error - appeal allowed - cross-appeal and notice of contention dismissed.
International Petroleum
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| Poem for Friday (Recitation here by Thomas Hellier) |
Modern Love: XXII
BY GEORGE MEREDITH
What may the woman labour to confess?
There is about her mouth a nervous twitch.
'Tis something to be told, or hidden:—which?
I get a glimpse of hell in this mild guess.
She has desires of touch, as if to feel
That all the household things are things she knew.
She stops before the glass. What sight in view?
A face that seems the latest to reveal!
For she turns from it hastily, and tossed
Irresolute, steals shadow-like to where
I stand; and wavering pale before me there,
Her tears fall still as oak-leaves after frost.
She will not speak. I will not ask.
We are League-sundered by the silent gulf between.
Yon burly lovers on the village green,
Yours is a lower, and a happier star!
GEORGE MEREDITH |
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