Goldedge Holdings Pty Ltd v Liquor and Gambling Commissioner

In the case of Goldedge Holdings Pty Ltd v Liquor and Gambling Commissioner, the dispute centred on the ownership and trading of gaming machine entitlements under the Gaming Machine Act 1991 (Vic). The case was heard in the Supreme Court of Victoria. The primary issue was whether the Commissioner was legally bound to accept the offer made by Mallens to sell gaming machine entitlements and whether it was unconscionable for Mallens to retain the proceeds of the sale after the transfer of the gaming machine licence.

The court examined the statutory framework and found that the Gaming Machine Act does not permit individuals who are not holders of a gaming machine licence to hold or trade gaming machine entitlements. This meant that Mallens, as the holder of the licence, was entitled to sell the entitlements. The court further determined that the Commissioner was legally bound to accept Mallens' offer because Mallens became the holder of the entitlements on the date of the licence transfer. This conclusion was based on the fact that the regulations allow for offers to be made by those who expect to be holders of tradeable entitlements on the trading day. The Commissioner's decision to accept Mallens' offer was therefore the only lawful course of action. The court also rejected Goldedge's claim that Mallens acted unconscionably by selling the entitlements and retaining the proceeds, finding that Mallens' actions were legally justified under the terms of the lease and the administrative decisions made.

The Supreme Court dismissed Goldedge's claim, holding that Goldedge was not entitled to strip the gaming machine licence of the entitlement before transferring it to Mallens, and that it was not unconscionable for Mallens to enforce the terms of the lease and sell the entitlements.