Complete Business Strategies Pty Ltd v AFA Wealth Pty Ltd

Complete Business Strategies Pty Ltd (the plaintiff) brought an action against AFA Wealth Pty Ltd (the first defendant) and two other defendants in the Supreme Court of Victoria, seeking relief in relation to the sale of a business. The plaintiff sought a declaration that the first defendant was liable for a shortfall in turnover, entitling the plaintiff to a refund under the contract. The plaintiff also sought damages for breach of a restraint of trade clause. The first defendant counterclaimed, seeking an order that the plaintiff had breached the contract by failing to provide the first defendant with access to certain information, and that the first defendant was therefore entitled to a refund. The first defendant also sought damages for the plaintiff's breach of the restraint of trade clause.

The central issues before the court were whether there was a shortfall in turnover that entitled the plaintiff to a refund, whether the restraint of trade clause was valid and whether either party had breached the clause. The court also considered whether the plaintiff was entitled to damages for breach of the restraint of trade clause, and whether the first defendant was entitled to damages for the plaintiff's alleged breach of the contract.

The court found that there was a shortfall in turnover, which entitled the plaintiff to a refund under the contract. The court held that the restraint of trade clause was valid, but that the first defendant had not breached it. The court found that the plaintiff had breached the contract by failing to provide the first defendant with access to certain information, and that the first defendant was therefore entitled to a refund. The court held that the first defendant was not entitled to damages for the plaintiff's breach of the restraint of trade clause, as there was no evidence of loss or damage. The court dismissed the first defendant's counterclaim.

The court made a declaration that the plaintiff was entitled to retain the Retention Amount of $260,000. The court ordered the first defendant to pay the plaintiff $820,411 and dismissed the plaintiff’s claim against the other two defendants.