Annuo Medical Technology Solutions Pty Ltd v Angel Loop Ltd - [2024] QSC 256

SUPREME COURT OF QUEENSLAND

CITATION:

Annuo Medical Technology Solutions Pty Ltd v Angel Loop Ltd [2024] QSC 256

PARTIES:

ANNUO MEDICAL TECHNOLOGY SOLUTIONS PTY LTD ACN 651 942 700

(first plaintiff)
AND
DR JENI WELLINGTON
(second plaintiff)

v
ANGEL LOOP LTD, ANGEL LOOP NOMINEES LTD ACN 638 063 804

(first defendant)

AND
SIMON HORNE
(second defendant)
AND
JOHN WHELAN
(Third Defendant)
AND
JOHN WHELAN (CAR LICENSE 000336960 OF MAVEN CAPITAL LIMITED AFS LICENCE 418504, JOHN WHELAN AS AN “ENTITY”)
(fourth defendant)
AND
AUSTRALIAN FINANCIAL COMPLAINTS AUTHORITY (AFCA) 38620494340

(fifth defendant)

FILE NO:

BS 11028/24

DIVISION:

Trial

PROCEEDING:

Applications

ORIGINATING COURT:

Supreme Court at Brisbane

DELIVERED ON:

29 October 2024

DELIVERED AT:

Brisbane

HEARING DATE:

17 October 2024

JUDGE:

Freeburn J

ORDERS:

1. Pursuant to rule 171 of the Uniform Civil Procedure Rules 1999, the statement of claim filed on 22 August 2024 is struck out.

2. The plaintiffs’ application for summary judgment filed on 15 October 2024 is dismissed.

3. I will hear the parties on costs and further directions.

CATCHWORDS:

PROCEDURE – CIVIL PROCEEDINGS IN STATE AND TERRITORY COURTS – PLEADINGS – STRIKING OUT – where the plaintiffs and first to fourth defendants entered discussions on arranging investments in the first plaintiff company – where a non-binding terms sheet was signed – where discussions fell apart – where the plaintiffs commenced proceedings that are dependent on the enforceability of the terms sheet – where the plaintiffs’ proceedings are also against the Australian Financial Complaints Authority, the fifth defendant, as that the fifth defendant refused to hear the plaintiffs’ complaints about the first to fourth defendants – whether the statement of claim should be struck out

Uniform Civil Procedure Rules 1999 (Qld), r 292

Collins v Metro North Hospital and Health Service [2023] QSC 194, cited

Masters v Cameron (1954) 91 CLR 353; [1954] HCA 72, cited

COUNSEL:

By leave, J Wellington for the first plaintiff
The second plaintiff appeared on her own behalf
M K Stunden for the first to fourth defendants

K Slack for the fifth defendant

SOLICITORS:

By leave, J Wellington for the first plaintiff
The second plaintiff appeared on her own behalf
Thomson Geer for the first to fourth defendants

Beckett Lawyers for the fifth defendant

Background

Dr Wellington, the second named plaintiff, is a medical practitioner and is the founder of Annuo Medical Technology Solutions Pty Ltd (Annuo), the first named plaintiff. Dr Wellington has developed a technology designed for doctor/patient interactions. She wished to develop the technology. Annuo is her start-up investment vehicle.
Dr Wellington, who is self-represented, formed a relationship with Angel Loop Nominees Pty Ltd. The objective was that Angel Loop would arrange investors to invest in Dr Wellington’s technology.
In March 2023 Annuo and Angel Loop Nominees Pty Ltd (Angel Loop) executed a Terms Sheet. That Terms Sheet was designed to record, at least in a preliminary way, the relationship between Annuo and Angel Loop. Angel Loop’s role was to, in effect, marshal investors who wished to…

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.

Keep reading for free

Create a free CaseChat account to read Annuo Medical Technology Solutions Pty Ltd v Angel Loop Ltd and more:

Read every judgment in full
Ask AI and get answers linked to paragraphs
See how each paragraph was cited in later cases
Download judgments as PDF or Word

Continue with Google

One click creates your free account or signs you in.

By continuing you agree to the Terms and Privacy Policy.

Details

Case: [2024] QSC 256
Decision Date: 29 October 2024

CaseChat Overview and Summary

The case of Annuo Medical Technology Solutions Pty Ltd v Angel Loop Ltd involved a dispute between multiple parties over the enforceability of a non-binding terms sheet and the role of the Australian Financial Complaints Authority in resolving the parties' grievances. The plaintiffs, Annuo Medical Technology Solutions Pty Ltd, sought to enforce a terms sheet that was signed during discussions with the first to fourth defendants regarding investment arrangements. When these discussions fell apart, the plaintiffs initiated legal proceedings that hinged on the enforceability of the terms sheet, and also named the Australian Financial Complaints Authority as a defendant for its refusal to entertain the plaintiffs' complaints about the first to fourth defendants.

The court was tasked with determining whether the statement of claim should be struck out under rule 171 of the Uniform Civil Procedure Rules 1999. The plaintiffs' claims were based on the premise that the terms sheet was binding, a premise which the defendants contested. The court had to consider whether the plaintiffs had a reasonable prospect of success in enforcing the terms sheet, given its non-binding nature as stipulated in the document itself.

The court ultimately ruled that the statement of claim should be struck out as the plaintiffs' claims were without merit. The court found that the terms sheet was clearly non-binding, and the plaintiffs had no reasonable prospect of success in enforcing it. Additionally, the court dismissed the plaintiffs' application for summary judgment, indicating that the case would proceed to a full hearing. The court also noted that it would hear the parties on the matter of costs and further directions, indicating that the case would not conclude without addressing these ancillary issues.

Orders

Orders of the court

1. Pursuant to rule 171 of the Uniform Civil Procedure Rules 1999, the statement of claim filed on 22 August 2024 is struck out.

2. The plaintiffs’ application for summary judgment filed on 15 October 2024 is dismissed.

3. I will hear the parties on costs and further directions.

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:	Annuo Medical Technology Solutions Pty Ltd v Angel Loop Ltd [2024] QSC 256
PARTIES:	ANNUO MEDICAL TECHNOLOGY SOLUTIONS PTY LTD ACN 651 942 700 (first plaintiff) AND DR JENI WELLINGTON (second plaintiff) v ANGEL LOOP LTD, ANGEL LOOP NOMINEES LTD ACN 638 063 804 (first defendant) AND SIMON HORNE (second defendant) AND JOHN WHELAN (Third Defendant) AND JOHN WHELAN (CAR LICENSE 000336960 OF MAVEN CAPITAL LIMITED AFS LICENCE 418504, JOHN WHELAN AS AN “ENTITY”) (fourth defendant) AND AUSTRALIAN FINANCIAL COMPLAINTS AUTHORITY (AFCA) 38620494340 (fifth defendant)
FILE NO:	BS 11028/24
DIVISION:	Trial
PROCEEDING:	Applications
ORIGINATING COURT:	Supreme Court at Brisbane
DELIVERED ON:	29 October 2024
DELIVERED AT:	Brisbane
HEARING DATE:	17 October 2024
JUDGE:	Freeburn J
ORDERS:	1. Pursuant to rule 171 of the **Uniform Civil Procedure Rules 1999, the statement of claim filed on 22 August 2024 is struck out. 2. The plaintiffs’ application for summary judgment filed on 15 October 2024 is dismissed. 3. I will hear the parties on costs and further directions.**
CATCHWORDS:	PROCEDURE – CIVIL PROCEEDINGS IN STATE AND TERRITORY COURTS – PLEADINGS – STRIKING OUT – where the plaintiffs and first to fourth defendants entered discussions on arranging investments in the first plaintiff company – where a non-binding terms sheet was signed – where discussions fell apart – where the plaintiffs commenced proceedings that are dependent on the enforceability of the terms sheet – where the plaintiffs’ proceedings are also against the Australian Financial Complaints Authority, the fifth defendant, as that the fifth defendant refused to hear the plaintiffs’ complaints about the first to fourth defendants – whether the statement of claim should be struck out Uniform Civil Procedure Rules 1999 (Qld), r 292 Collins v Metro North Hospital and Health Service [2023] QSC 194, cited Masters v Cameron (1954) 91 CLR 353; [1954] HCA 72, cited
COUNSEL:	By leave, J Wellington for the first plaintiff The second plaintiff appeared on her own behalf M K Stunden for the first to fourth defendants K Slack for the fifth defendant
SOLICITORS:	By leave, J Wellington for the first plaintiff The second plaintiff appeared on her own behalf Thomson Geer for the first to fourth defendants Beckett Lawyers for the fifth defendant