Calvo v Ellimark Pty Ltd

The dispute in *Calvo v Ellimark Pty Ltd* concerned the proper construction of a deed and the recovery of legal fees. The appellant, Mrs Calvo, was the former client of a solicitor, Ms Johnson, and the respondent, Ellimark Pty Ltd, was a company involved in the underlying litigation. The primary issues before the Court of Appeal of New South Wales were whether a deed governing the acquisition of shares was validly construed and whether Ms Johnson was estopped from recovering legal fees from Mrs Calvo.

The court was required to determine whether correspondence between the parties constituted written notice under the deed that Ellimark did not wish to purchase shares, and whether Ms Johnson was estopped from recovering legal fees due to her refusal to provide tax invoices and bills of costs during a party-party assessment. Additionally, the court considered whether the deed was unfair under the Contracts Review Act 1980 (NSW) due to alleged steps not taken by Ms Johnson to obtain alternative representation.

The Court of Appeal allowed the appeal, setting aside several previous orders. The court reasoned that the correspondence did not amount to the required written notice under the deed. Regarding the legal fees, the court found that Ms Johnson was not estopped from recovering her fees, as the refusal to provide documentation during the party-party assessment did not create an assumption or expectation that no additional fees would be recovered, nor did it lead to detrimental reliance by Mrs Calvo. The court then directed the parties to file further submissions regarding the orders sought.