Century Medical v THLD Ltd - [1999] NSWSC 731

CITATION: Century Medical v THLD Ltd [1999] NSWSC 731

CURRENT JURISDICTION: Equity Division, Commercial List

FILE NUMBER(S): 50042/98

HEARING DATE(S): 18.5.99, 19.5.99

JUDGMENT DATE:
19 May 1999

PARTIES :

Century Medical Inc. (Plaintiff)
THLD Limited & ors (Defendants)

JUDGMENT OF: Einstein J

COUNSEL : L.G. Foster SC (Plaintiff)
T.J. Walker (Defendants)

SOLICITORS: Blake Dawson Waldron (Plaintiff)
Freehill Hollingdale & Page (Defendants)

CATCHWORDS: Practice and Procedure - Leave to amend Summons - Plaintiff's claims against defendants alleged to have jointly carried on business of manufacturing, packaging and supplying of heart pacemaker products - Whether pleading provided sufficient statement of case made against each defendant - Plaintiff claimed entitlement to pierce corporate veil.

ACTS CITED: Trade Practices Act 1974 (Com)

CASES CITED: Briggs v James Hardie and Co (1989) 16 NSWLR 549
Gramophone and Typewriter Limited v Stanley (1908) 2 KB 89
Smith, Stone and Knight Limited v Birmingham Corporation (1939) 4 All ER 116

DECISION: Subject to limited exceptions discretion exercised to grant leave to further amend summons.

THE SUPREME COURT
OF NEW SOUTH WALES
COMMERCIAL DIVISION

EINSTEIN J

Wednesday 19 May 1999 - ex tempore
Revised on 29 July 1999

50042/98 - CENTURY MEDICAL INC v THLD LIMITED (Formerly known as Telectronics Holdings Limited) AND SIX OTHERS
JUDGMENT
1 HIS HONOUR: There is before the Court a notice of motion filed on 1 March 1999 in which the plaintiff, Century Medical Inc, seeks the following orders:

1. Order that the plaintiff be granted leave to file and serve a further amended summons on terms that the plaintiff pay the costs of and occasioned by the amendment;

2. Order that the time for the plaintiff to file its further amended summons be extended from 12 February 1999 to 5 March 1999.

The application is for costs to be costs in the cause.

2 The proceedings commenced on 9 April 1998 upon the filing of a summons in the Commercial Division of the Court. An amended summons was later filed on 13 November 1998. That amended summons came before Rolfe J in November 1998, when the defendants, THLD Limited and others, by motion dated 24 November 1998, sought to have the summons struck out. By judgment delivered on 27 November 1998, his Honour directed that the amended summons be struck out and granted leave to the plaintiff to file a further amended summons, directing that this take place by 4pm on Friday 5 February 1999. 3 By letter dated 4 February 1999, the plaintiff's solicitors informed the defendant's solicitors that they were in the process of finalising a further amended summons which, it was said, had been completely redrafted. The plaintiff’s solicitors said that they had the objective of filing and serving that summons on 5 February as ordered by the Court. However, the plaintiff's solicitors advised that Mr Saegusa of the plaintiff had been abroad that week and would not be returning to Japan until Wednesday or Thursday on the following week, and in view of that, advised that the plaintiff…

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: [1999] NSWSC 731
Decision Date: 19 May 1999

CaseChat Overview and Summary

Century Medical, the plaintiff, brought an action against THLD Ltd, the defendant, claiming damages for alleged breaches of contract and misrepresentations relating to the manufacture, packaging, and supply of heart pacemaker products. The plaintiff sought to pierce the corporate veil of the defendant and hold individual defendants personally liable. THLD Ltd, in response, argued that the plaintiff's pleadings were inadequate and did not sufficiently state a cause of action against each defendant. The court was required to determine whether the plaintiff's claims sufficiently identified the defendants' roles in the alleged joint business venture and if the pleadings were adequate to allow the plaintiff to pursue a claim for piercing the corporate veil.

The court considered whether the plaintiff's pleadings provided a sufficient statement of the case against each defendant and whether the claims adequately identified the defendants' roles in the alleged joint business venture. The court further examined whether the pleadings allowed the plaintiff to pursue a claim for piercing the corporate veil. In evaluating these issues, the court applied established principles of pleadings and corporate law, focusing on the specificity of the allegations and the legal basis for piercing the corporate veil. The court found that the plaintiff's pleadings did not sufficiently identify the roles and responsibilities of each defendant in the alleged joint venture, and thus, did not provide a clear statement of the case against each defendant. Additionally, the court determined that the pleadings were insufficient to support a claim for piercing the corporate veil, as they failed to establish the necessary grounds for such a claim.

As a result, the court dismissed the plaintiff's claims for lack of a sufficient statement of case against each defendant and for failure to establish grounds for piercing the corporate veil. The court found that the plaintiff's claims did not meet the necessary legal standards and, therefore, were not permissible. The court ordered that the plaintiff's claims be dismissed with costs to be paid by the plaintiff. This decision underscores the importance of detailed and specific pleadings in legal actions, particularly in cases involving corporate liability and veil piercing claims.

Orders