Expert Group International Pty Ltd v TransAction Solutions Ltd (No 2)

Expert Group International Pty Ltd (the plaintiff) sued TransAction Solutions Ltd (the defendant) in relation to a dispute arising from a Share Sale Agreement. The primary dispute centred on the calculation of interest payable on monies owing under the Agreement. The case was heard in the Federal Court of Australia, where the plaintiff contended for compound interest, while the defendant argued for simple interest. The Court was required to determine whether there was a presumption in favour of simple interest and whether there needed to be a clear agreement for compound interest. Furthermore, the court needed to address whether the issue was purely one of contract construction.

The Court found that there was no presumption in favour of simple interest but rather that simple interest was presumed unless there was a clear agreement for compound interest. The court also held that determining whether there was an agreement for compound interest was not merely a question of contract construction but involved examining the parties' intentions. In this case, the court found that the contract did not contain a clear agreement for compound interest, and therefore, simple interest was to be applied. The Court then considered the issue of costs, specifically in relation to a Calderbank offer made by the plaintiff. The plaintiff failed to provide copies of 22 discovered documents when the offer was open, but provided them in good time for consideration. The plaintiff also produced further privileged documents after the offer expired, but did not suggest these were significant. The plaintiff then amended the defence, but the amendment was not substantial. As a result, the court made a special costs order against the plaintiff.

The Federal Court of Australia held that there was no agreement for compound interest under the Share Sale Agreement and thus simple interest was applicable. The court also found that the plaintiff's conduct in relation to the Calderbank offer warranted a special costs order against the plaintiff.