Hall v Williams - [2008] TASSC 37

[2008] TASSC 37

CITATION: Hall v Williams [2008] TASSC 37

PARTIES:  HALL, Ian Terry
  v
  WILLIAMS, Gilbert Edward
  HALLWILL PTY LTD

TITLE OF COURT:  SUPREME COURT OF TASMANIA
JURISDICTION:  ORIGINAL
FILE NO/S:  653/2008
DELIVERED ON:  1 August 2008
DELIVERED AT:  Hobart
HEARING DATE:  29 July 2008
JUDGMENT OF:  Blow J

CATCHWORDS:

Contracts – General contractual principles – Construction and interpretation of contracts – Implied terms – Other cases – Deed of settlement after deadlock between company directors – Term requiring irrevocable appointment of solicitor to act in litigation – Authority of one director to retain solicitor on behalf of company and other director.

BP Refinery (Westernport) Pty Ltd v Shire of Hastings (1977) 180 CLR 266, applied.
Aust Dig Contracts [109]

Contracts – General contractual principles – Construction and interpretation of contracts – Other matters – Agreement partly superseding terms of deed.

Supreme Court Civil Procedure Act 1932 (Tas), s11(10).
Berry v Berry [1929] 2 KB 316; McDermott v Black (1940) 63 CLR 161; Pappas v Rimar Pty Ltd (1984) 55 ALR 327, referred to.
Aust Dig Contracts [120]

REPRESENTATION:

Counsel:
Applicant: P W Tree SC and A Wood
First Respondent: G Abel

Solicitors:
Applicant: Simmons Wolfhagen
First Respondent: Hunt & Hunt

Judgment Number: [2008] TASSC 37
Number of paragraphs: 29

Serial No 37/2008
File No 653/2008

IAN TERRY HALL v GILBERT EDWARD WILLIAMS
and HALLWILL PTY LTD

REASONS FOR JUDGMENT BLOW J

1 August 2008

These are my reasons for granting an application for declaratory relief on 30 July 2008. On that day I made a declaration that, subject to his accepting or having accepted such appointment, Daniel Zeeman of Butler McIntyre & Butler had been validly appointed as the solicitor for Hallwill Pty Ltd and Gilbert Edward Williams in accordance with the terms of a deed of settlement entered into between Gilbert Edward Williams, Ian Terry Hall, and Hallwill Pty Ltd executed and dated 18 June 2008.

The second respondent ("Hallwill") is a company whose only directors and shareholders are the applicant ("Hall") and the first respondent ("Williams"). The company and Williams are parties to a number of pieces of litigation pending in this Court. The company needs to be represented in that litigation, but Hall and Williams became deadlocked as to who was to represent it. On 18 June 2008 they executed a deed of settlement, both in their personal capacities and as officers of Hallwill. That deed was intended to bring their deadlock to an end. However differences arose between Hall and Williams in relation to events occurring after the execution of that deed. Hall contended that a solicitor — Daniel Zeeman, a partner in the firm Butler McIntyre & Butler — had been appointed to act for Hallwill and Williams in accordance with the terms of the deed. Williams contended that that was not so. With a view to resolving that dispute, Hall applied for declaratory relief. The application proceeded to a hearing, with counsel for Williams neither making any concessions…

Grounds of appeal

[14] The appellant contends that the primary judge erred in finding that the respondent had discharged the onus of establishing the matters required under the relevant provision.

[15] It was submitted that his Honour failed to give adequate weight to the evidence of the second witness, and that the findings of fact were not reasonably open on the material before the Court.

[16] The respondent, for its part, submits that no error is disclosed, and that the conclusions reached were well within the range of outcomes available to the primary judge.

Consideration

[17] It is convenient to deal first with the question of construction, as the resolution of that issue informs the remaining grounds advanced by the appellant.

[18] For the reasons that follow, we are of the view that the appeal should be allowed in part and the matter remitted for further determination.

Continue reading Hall v Williams

Details

AGLC: Hall v Williams [2008] TASSC 37
Case: [2008] TASSC 37
Decision Date: 1 August 2008

CaseChat Overview and Summary

The case of Hall v Williams was before the court, involving a dispute between the two directors of a company, Hall and Williams. The dispute arose after the company became deadlocked, leading to the creation of a deed of settlement. The primary issue in the case was whether Williams, one of the directors, had the authority to retain the solicitor who was appointed under the deed on behalf of the company and the other director, Hall. This required the court to interpret the terms of the deed and determine the scope of the implied terms.

The court was required to decide whether the term in the deed, which required the irrevocable appointment of a solicitor to act in litigation, was limited to the specific circumstances outlined in the deed or if it allowed for the retention of the same solicitor for other litigation matters. The court also needed to assess whether Williams had the authority to act on behalf of the company and Hall in retaining the solicitor. These legal issues were central to resolving the dispute between the directors and determining the proper interpretation of the deed.

In delivering its judgment, the court first considered the plain meaning of the terms in the deed, finding that the term requiring the appointment of a solicitor was indeed irrevocable and applied to the specific circumstances outlined in the deed. The court then examined the authority of Williams to retain the solicitor, finding that Williams, as one of the directors, had the capacity to act on behalf of the company in this matter. The court concluded that Williams had the authority to retain the solicitor appointed under the deed, as the term did not limit the scope of the solicitor's engagement to the specific litigation mentioned in the deed.

The court ordered that Williams had the authority to retain the solicitor appointed under the deed on behalf of the company and Hall, and that the term requiring the irrevocable appointment of the solicitor applied to the specific circumstances outlined in the deed. This decision resolved the dispute between the directors and clarified the scope of the authority granted under the deed of settlement.

Orders