C H Leaman Investments Pty Ltd v Tuesday Enterprises Pty Ltd as trustee for the Steele Investment Trust

In the case of C H Leaman Investments Pty Ltd v Tuesday Enterprises Pty Ltd as trustee for the Steele Investment Trust, the dispute arose from a share purchase agreement concerning the sale of a share in a private company. The primary issue before the court was whether there had been a valid repudiation of the agreement by one party, leading to a cessation of the contract's effectiveness. The court also needed to determine the appropriate measure of damages for the breach, given the unique circumstances of the transaction.

The court approached the issue of repudiation by examining the objective conduct of the parties as a whole, rather than the subjective intentions of the alleged repudiating party. It was found that there was indeed a renunciation of the agreement, as the party's conduct demonstrated a clear intention not to be bound by its terms. The court held that the subjective belief of the party in question about the agreement's construction was irrelevant, as there was no outward communication of this misapprehension. The measure of damages was also carefully considered, with the court ruling that the 'true' or'real' value of the share should be used, as the market value could not be determined due to the lack of an established market. The court adopted the discounted cash flow methodology to ascertain this value, taking into account the available expert evidence on the net present value of likely future dividends.

Ultimately, the court allowed the appeal in part and the cross-appeal in part, remitting the proceedings to the primary judge for a limited rehearing on certain issues. The leave to reopen the case was refused, as the court found that the matter turned on its own unique facts. The final orders of the court reflected these decisions, with specific directions for the primary judge to address the remaining issues in the case.