Fraser v The Irish Restaurant & Bar Company Pty Ltd

The appeal and cross-appeal in Fraser v The Irish Restaurant & Bar Company Pty Ltd involved a dispute between the applicant, who was employed as the general manager of two restaurants operated by the respondent, and the respondent, a company involved in the restaurant industry. The crux of the dispute was the payment of the balance of the purchase price for shares in one of the respondent's companies. The contract for the sale of these shares was partly written and partly oral, with an agreement that the respondent would pay $70,000 by cheque and the remaining $40,000 upon the applicant providing an invoice to the director's construction company. After transferring the shares, the respondent paid $70,000 but did not pay the remaining $40,000, claiming that the applicant's failure to provide an invoice excused them from making the payment.

The legal issues before the court included whether the respondent could avoid paying the balance of the purchase price due to the applicant's failure to tender an invoice, and whether the applicant was excused from providing the invoice due to the respondent's conduct. Additionally, the court needed to determine if the sale of shares was part of a transaction connected to the applicant's employment or termination, as argued by the respondent based on a deed of compromise. The court had to consider whether the primary judge's findings on these matters contained errors of law.

The court found that there was an error of law in the primary judge's decision, particularly concerning the contingent nature of the respondent's obligation to pay the remaining $40,000. The court held that the applicant was not required to provide an invoice for the balance of the purchase price due to the respondent's conduct, which indicated that such tender would be futile. Furthermore, the court ruled that the sale of shares was not part of a transaction connected to the applicant's employment or termination, as per the terms of the deed of compromise. Consequently, the court granted leave to appeal, allowed the appeals, and set aside the orders at first instance. The respondent was ordered to pay the applicant the outstanding $40,000 with interest, along with two-thirds of the applicant's costs of the proceedings at first instance and the costs of the applications for leave to appeal and the appeals.