CBP Centre Pty Ltd v VentureCrowd Pty Ltd - [2024] QSC 139

SUPREME COURT OF QUEENSLAND

CITATION:

CBP Centre Pty Ltd v VentureCrowd Pty Ltd [2024] QSC 139

PARTIES:

CBP CENTRE PTY LTD ACN 108 424 731 AS TRUSTEE FOR THE VIDATYARONINE TRUST ABN 70 184 532 255

(applicant)

v
VENTURECROWD HOLDINGS PTY LTD
ACN 164 416 040

(respondent)

FILE NO:

BS 6069/23

DIVISION:

Trial

PROCEEDING:

Originating Application

ORIGINATING COURT:

Supreme Court at Brisbane

DELIVERED ON:

28 June 2024

DELIVERED AT:

Brisbane

HEARING DATE:

3 June 2024; 25 June 2024

JUDGE:

Freeburn J

ORDERS:

1. Judgment be given for the applicant against the respondent for $2,431,903.57 plus pre-judgment interest pursuant to section 58 of the Civil Proceedings Act 2011 (Qld) from 27 February 2023 until judgment.

2. I will hear the parties on the form of the order, the calculation of interest and on costs.

CATCHWORDS:

CONTRACTS – GENERAL CONTRACTUAL PRINCIPLES – CONSTRUCTION AND INTERPRETATION OF CONTRACTS – where there is a shareholder agreement for the buy back of shares – where the applicant has transferred the shares – where the respondent has not paid – where interpretation of the agreement is required – where an interpretation is that payment is due on the Completion Date – where the Completion Date has not occurred, and is in the hands of the respondent – where a converse interpretation is that payment is due upon the transfer of shares – whether there is an ambiguity – whether certain interpretations lead to an absurdity – whether notwithstanding the proper interpretation, the Completion Date has passed

Arnold v Britton [2015] AC 1619, considered

Charter Reinsurance v Fagan [1997] AC 313, cited
Electricity Generation Corporation v Woodside Energy Ltd (2014) 251 CLR 640; [2014] HCA 7, applied
Firm PI v Zurich Australian Insurance [2015] 1 NZLR, cited
Glynn v Margetson & Co [1893] AC 351, cited
Kay v Playup Australia Pty Ltd [2020] NSWCA 33, explained

Re Piccolo; McVeigh (Trustee of the Bankrupt Estate of John Peter Piccolo) v National Australia Bank Ltd (2000) 278 ALR 429; [2000] FCA 187, cited

COUNSEL:

AJ Schriiffer for the applicant

NJ Shaw for the respondent

SOLICITORS:

CE Corporate Lawyers for the applicant
Resolve Litigation Lawyers for the respondent

REASONS

Introduction

The applicant, CBP Centre Pty Ltd,[1] owned 5,344,843 shares in the respondent company, VentureCrowd Holdings Pty Ltd. On 24 June 2022 VentureCrowd offered to buy-back all of CBP’s shares in VentureCrowd at $0.455 per share – a total of $2,431,403.[2] The offer was accepted, and the terms of the transaction are recorded in a Buy-Back Agreement.[3]
[1]CBP’s full title is as specified in the court heading.
[2]The buy-back was a selective share buy-back pursuant to Division 2 of Chapter 23 of the Corporations Act2001 (Cth).
[3]The Buy-Back Agreement is dated 20 May 2022 but is in a standard form that constituted an offer made by CBP on 24 June 2022 and accepted by VentureCrowd on 26 June 2022.
The shares were then transferred to VentureCrowd. By operation of s 257H(3) of…

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.

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Details

Case: [2024] QSC 139
Decision Date: 28 June 2024

CaseChat Overview and Summary

The case of CBP Centre Pty Ltd v VentureCrowd Pty Ltd involved the applicant, CBP Centre, and the respondent, VentureCrowd, in a dispute over a shareholder agreement concerning the buy back of shares. The applicant had transferred its shares to the respondent but had not received the agreed payment. The primary issue before the court was the interpretation of the shareholder agreement, specifically the clause that set the terms for payment of the shares. The court had to determine whether payment was due on the 'Completion Date' or upon the transfer of shares. Additionally, the court considered whether there was ambiguity in the agreement and whether certain interpretations led to an absurdity.

The court examined the language of the agreement and found that the term 'Completion Date' was not ambiguous and had a clear meaning. It was noted that the Completion Date had not occurred and was within the control of the respondent. The court rejected the respondent’s argument that payment was due upon the transfer of shares, finding that such an interpretation would lead to an absurdity given the clear terms of the agreement. The court held that the payment was due on the Completion Date, and since the Completion Date had not yet occurred, the applicant was entitled to payment. The court also found that even if the Completion Date had passed, the applicant was still entitled to payment based on the transfer of shares interpretation.

In conclusion, the court found in favour of the applicant and ordered that judgment be given for CBP Centre against VentureCrowd for the sum of $2,431,903.57 plus pre-judgment interest. The court directed that further submissions be made regarding the form of the order, the calculation of interest, and costs.

Orders

Orders of the court

1. Judgment be given for the applicant against the respondent for $2,431,903.57 plus pre-judgment interest pursuant to section 58 of the Civil Proceedings Act 2011 (Qld) from 27 February 2023 until judgment.

2. I will hear the parties on the form of the order, the calculation of interest and on costs.

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:	CBP Centre Pty Ltd v VentureCrowd Pty Ltd [2024] QSC 139
PARTIES:	CBP CENTRE PTY LTD ACN 108 424 731 AS TRUSTEE FOR THE VIDATYARONINE TRUST ABN 70 184 532 255 (applicant) v VENTURECROWD HOLDINGS PTY LTD ACN 164 416 040 (respondent)
FILE NO:	BS 6069/23
DIVISION:	Trial
PROCEEDING:	Originating Application
ORIGINATING COURT:	Supreme Court at Brisbane
DELIVERED ON:	28 June 2024
DELIVERED AT:	Brisbane
HEARING DATE:	3 June 2024; 25 June 2024
JUDGE:	Freeburn J
ORDERS:	1. Judgment be given for the applicant against the respondent for $2,431,903.57 plus pre-judgment interest pursuant to section 58 of the *Civil Proceedings Act 2011* (Qld) from 27 February 2023 until judgment. 2. I will hear the parties on the form of the order, the calculation of interest and on costs.
CATCHWORDS:	CONTRACTS – GENERAL CONTRACTUAL PRINCIPLES – CONSTRUCTION AND INTERPRETATION OF CONTRACTS – where there is a shareholder agreement for the buy back of shares – where the applicant has transferred the shares – where the respondent has not paid – where interpretation of the agreement is required – where an interpretation is that payment is due on the Completion Date – where the Completion Date has not occurred, and is in the hands of the respondent – where a converse interpretation is that payment is due upon the transfer of shares – whether there is an ambiguity – whether certain interpretations lead to an absurdity – whether notwithstanding the proper interpretation, the Completion Date has passed Arnold v Britton [2015] AC 1619, considered Charter Reinsurance v Fagan [1997] AC 313, cited Electricity Generation Corporation v Woodside Energy Ltd (2014) 251 CLR 640; [2014] HCA 7, applied Firm PI v Zurich Australian Insurance [2015] 1 NZLR, cited Glynn v Margetson & Co [1893] AC 351, cited Kay v Playup Australia Pty Ltd [2020] NSWCA 33, explained Re Piccolo; McVeigh (Trustee of the Bankrupt Estate of John Peter Piccolo) v National Australia Bank Ltd (2000) 278 ALR 429; [2000] FCA 187, cited
COUNSEL:	AJ Schriiffer for the applicant NJ Shaw for the respondent
SOLICITORS:	CE Corporate Lawyers for the applicant Resolve Litigation Lawyers for the respondent