Al-Freah v Thompson - [2022] QSC 166

SUPREME COURT OF QUEENSLAND

CITATION:

Al-Freah & another v Thompson & another [2022] QSC 166

PARTIES:

Mohammad Al-Freah

(first plaintiff)

Al-Freah Medical Services Pty Ltd ACN 604 911 159 ATF Al-Freah Medical Practice Trust ABN 53 623 210 099

(second plaintiff)

v
Mark Stephen Thompson
(first defendant)
Wildash Holdings Pty Ltd ACN 125 836 188

(second defendant)

FILE NO/S:

3855 of 2022

DIVISION:

Trial Division

PROCEEDING:

Trial

ORIGINATING COURT:

Supreme Court at Brisbane

DELIVERED ON:

12 August 2022

DELIVERED AT:

Brisbane

HEARING DATES:

12 July 2022 – 13 July 2022

JUDGE:

Hindman J

ORDER:

1. Judgment for the defendants on the plaintiffs’ claim.

2. The plaintiffs pay the defendants’ costs of the proceeding on the standard basis.

CATCHWORDS:

CONTRACTS – GENERAL CONTRACTUAL PRINCIPLES – FORMATION OF CONTRACTUAL RELATIONS – AGREEMENTS CONTEMPLATING EXECUTION OF FORMAL DOCUMENT – WHETHER CONTRACT CONCLUDED – where the plaintiffs allege a contract of compromise was reached with the defendants – where the corporate plaintiff and defendant were shareholders of companies together with others – where another shareholder in the companies had brought proceedings relating to the companies – where the parties attended mediation to resolve all claims – where mediation did not resolve the claims – where in correspondence subsequent to the mediation the defendants made an offer to the plaintiffs – where the plaintiffs accepted the offer – where no deed of settlement was entered into – where all proceedings were not settled – whether the correspondence evidences an immediately binding contract of compromise between the plaintiffs and the defendants separate from the other proceeding.

Corporations Act 2001 (Cth), s 1071B(2)

400 George Street (Qld) Pty Ltd v BG International Ltd [2012] 2 Qd R 302
Feldman v GNM Australia Ltd [2017] NSWCA 107
GR Securities v Baulkham Hills Private Hospital Pty Ltd (1986) 40 NSWLR 631
Masters v Cameron (1954) 91 CLR 353
Molonglo Group (Australia) Pty Ltd v Cahill [2018] VSCA 147
Queensland Phosphate Pty Ltd v Korda (as joint and several liquidators of Legend International Holdings Inc (in liq)) [2017] VSCA 269
Sagacious Procurement Pty Ltd v Symbion Health Ltd (formerly Mayne Group Ltd) [2008] NSWCA 149
Sinclair, Scott & Co Ltd v Naughton (1929) 43 CLR 310

COUNSEL:

G Handran QC and D Fawcett for the plaintiffs
B O’Donnell QC and J Sargent for the defendants

SOLICITORS:

Derek Legal for the plaintiffs

Thomson Geer for the defendants

Introduction

The plaintiffs apply for orders, inter alia, for specific performance of an alleged contract of compromise reached with the defendants.
The first plaintiff, Mohammad Al-Freah (Al-Freah), is a doctor. The second plaintiff, Al‑Freah Medical Services Pty Ltd (AFMS) is effectively Al-Freah’s corporate emanation. Al‑Freah is a director of AFMS.
The first defendant, Mark Thompson (Thompson), is also a doctor. The second defendant, Wildash Holdings Pty Ltd (Wildash) is effectively Thompson’s corporate emanation. Thompson is a director of Wildash.
AFMS and Wildash, together with two other companies (that are effectively corporate emanations of two other doctors),…

Grounds of appeal

[14] The appellant contends that the primary judge erred in finding that the respondent had discharged the onus of establishing the matters required under the relevant provision.

[15] It was submitted that his Honour failed to give adequate weight to the evidence of the second witness, and that the findings of fact were not reasonably open on the material before the Court.

[16] The respondent, for its part, submits that no error is disclosed, and that the conclusions reached were well within the range of outcomes available to the primary judge.

Consideration

[17] It is convenient to deal first with the question of construction, as the resolution of that issue informs the remaining grounds advanced by the appellant.

[18] For the reasons that follow, we are of the view that the appeal should be allowed in part and the matter remitted for further determination.

Continue reading Al-Freah v Thompson

Details

AGLC: Al-Freah v Thompson [2022] QSC 166
Case: [2022] QSC 166
Decision Date: 12 August 2022

CaseChat Overview and Summary

In the matter of Al-Freah v Thompson, the plaintiffs alleged the existence of a binding contract of compromise with the defendants, which arose out of a dispute involving multiple shareholders of certain companies. The defendants were shareholders alongside the plaintiffs and another shareholder, who had initiated proceedings against the companies. In an effort to resolve the claims, the parties participated in mediation, which proved unsuccessful. Subsequent to the mediation, the defendants communicated with the plaintiffs, proposing a settlement offer. The plaintiffs accepted this offer, but no formal deed of settlement was executed. The plaintiffs subsequently brought an action against the defendants, asserting that the correspondence evidenced an enforceable contract of compromise. The defendants denied the existence of such a contract and defended the action on that basis.

The court was tasked with determining whether the correspondence between the parties constituted an immediately binding contract of compromise. The central issue was whether the exchange of correspondence, in the absence of a formal deed of settlement, was sufficient to establish a binding agreement between the parties. The court needed to consider the legal principles governing the formation of contracts, particularly in the context of agreements that contemplate the execution of formal documents.

The court held that the correspondence did not evidence an immediately binding contract of compromise. The court found that the agreement between the parties was contingent upon the execution of a formal deed of settlement, which never occurred. The court emphasised that the exchange of correspondence, while indicative of an intention to reach an agreement, did not amount to a binding contract in the absence of a formal execution of a deed of settlement. The court concluded that the plaintiffs’ claim was without merit and entered judgment in favour of the defendants. The court also ordered that the plaintiffs pay the defendants’ costs of the proceeding on the standard basis.

Orders

Orders of the court

1. Judgment for the defendants on the plaintiffs’ claim.

2. The plaintiffs pay the defendants’ costs of the proceeding on the standard basis.

Background

Background to the litigation

Full text does not contain this section.

Evidence

Evidence Before The Court

Full text does not contain this section.

Decision

Reasons for decision

Full text does not contain this section.

Ratio Decidendi

Legal Principle Established

Full text does not contain this section.

CITATION:	Al-Freah & another v Thompson & another [2022] QSC 166
PARTIES:	Mohammad Al-Freah (first plaintiff) Al-Freah Medical Services Pty Ltd ACN 604 911 159 ATF Al-Freah Medical Practice Trust ABN 53 623 210 099 (second plaintiff) v Mark Stephen Thompson (first defendant) Wildash Holdings Pty Ltd ACN 125 836 188 (second defendant)
FILE NO/S:	3855 of 2022
DIVISION:	Trial Division
PROCEEDING:	Trial
ORIGINATING COURT:	Supreme Court at Brisbane
DELIVERED ON:	12 August 2022
DELIVERED AT:	Brisbane
HEARING DATES:	12 July 2022 – 13 July 2022
JUDGE:	Hindman J
ORDER:	1. Judgment for the defendants on the plaintiffs’ claim. 2. The plaintiffs pay the defendants’ costs of the proceeding on the standard basis.
CATCHWORDS:	CONTRACTS – GENERAL CONTRACTUAL PRINCIPLES – FORMATION OF CONTRACTUAL RELATIONS – AGREEMENTS CONTEMPLATING EXECUTION OF FORMAL DOCUMENT – WHETHER CONTRACT CONCLUDED – where the plaintiffs allege a contract of compromise was reached with the defendants – where the corporate plaintiff and defendant were shareholders of companies together with others – where another shareholder in the companies had brought proceedings relating to the companies – where the parties attended mediation to resolve all claims – where mediation did not resolve the claims – where in correspondence subsequent to the mediation the defendants made an offer to the plaintiffs – where the plaintiffs accepted the offer – where no deed of settlement was entered into – where all proceedings were not settled – whether the correspondence evidences an immediately binding contract of compromise between the plaintiffs and the defendants separate from the other proceeding. Corporations Act 2001 (Cth), s 1071B(2) 400 George Street (Qld) Pty Ltd v BG International Ltd [2012] 2 Qd R 302 Feldman v GNM Australia Ltd [2017] NSWCA 107 GR Securities v Baulkham Hills Private Hospital Pty Ltd (1986) 40 NSWLR 631 Masters v Cameron (1954) 91 CLR 353 Molonglo Group (Australia) Pty Ltd v Cahill [2018] VSCA 147 Queensland Phosphate Pty Ltd v Korda (as joint and several liquidators of Legend International Holdings Inc (in liq)) [2017] VSCA 269 Sagacious Procurement Pty Ltd v Symbion Health Ltd (formerly Mayne Group Ltd) [2008] NSWCA 149 Sinclair, Scott & Co Ltd v Naughton (1929) 43 CLR 310
COUNSEL:	G Handran QC and D Fawcett for the plaintiffs B O’Donnell QC and J Sargent for the defendants
SOLICITORS:	Derek Legal for the plaintiffs Thomson Geer for the defendants