Comlin Holdings Pty Ltd v Metlej Developments Pty Ltd (No 3)

Comlin Holdings Pty Ltd (Comlin) appealed to the Court of Appeal of New South Wales against orders made in the Equity Division concerning a dispute with Metlej Developments Pty Ltd (Metlej). The core of the dispute involved an alleged oral agreement for Comlin to receive 20% of the profits from the development of certain land, which Comlin contended constituted a partnership or joint venture. Comlin's claim was also framed as one of equitable fraud, contingent on the existence of this agreement.

The Court of Appeal was required to determine whether an oral agreement for a share of profits had been formed between the parties, and if so, whether this agreement gave rise to a partnership or joint venture. Further, the Court had to consider the relevance of the delay in Comlin making its claim and commencing proceedings, and whether the alleged equitable fraud was established. The admissibility and weight of evidence, including the drawing of adverse inferences from the failure to call a particular witness, were also central to the determination.

The Court of Appeal upheld the decision of the Equity Division, dismissing Comlin's appeal. The reasoning focused on the lack of sufficient evidence to establish the existence of the alleged oral agreement. The Court considered the conduct of the parties subsequent to the alleged agreement and found it inconsistent with the existence of a partnership or joint venture. Furthermore, the Court addressed the issue of delay, finding it relevant to the assessment of the parties' conduct and the credibility of Comlin's claims. An adverse inference was drawn from the failure of Comlin to call a key witness whose absence was unexplained, and the Court found that the evidence did not support the claim of equitable fraud.

Consequently, the appeal was dismissed, and Comlin was ordered to pay the respondents' costs of the proceedings in the Court of Appeal.