Expert Group International Pty Ltd v TransAction Solutions Limited

Expert Group International Pty Ltd initiated proceedings against TransAction Solutions Limited, seeking to resolve a dispute concerning the calculation of certain line items included in the Earn-Out Accounts. The case was heard in the Supreme Court of Victoria. The primary focus of the dispute was whether the court should stay the proceedings in light of a pre-existing agreement between the parties that certain disputes concerning the Earn Out were to be referred to an expert for determination. The issue at hand was whether the specific dispute in question fell within the scope of the expert's role, given that the parties had agreed that matters referable to expert determination included those which could be relied upon in reaching the relevant calculation.

The court considered whether the dispute was inherently within the scope of the expert's determination, even if it involved matters that could be relied upon in the calculation. The court held that the agreement to refer certain disputes to expert determination effectively excluded the jurisdiction of the court in relation to those disputes. Consequently, the court found that the proceedings were precluded by the terms of the expert determination agreement. The court's reasoning was grounded in the principle that where an agreement explicitly refers certain disputes to expert determination, it implicitly excludes the court's jurisdiction over those disputes, unless there is a clear indication that the dispute in question falls outside the scope of the expert's role.

As a result, the court stayed the proceedings in their entirety, finding that the dispute concerning the Earn-Out Accounts was within the scope of the expert's role as agreed by the parties. The court did not proceed to determine the merits of the dispute but instead held that the proceedings were to be stayed pending the outcome of the expert determination. The final orders of the court were that the proceedings be stayed until the expert had made a determination in relation to the matters referred to them, and that the parties were to abide by the outcome of the expert's determination.