IMPACT HEALTHCARE PTY LTD ACN 084 694 726(first applicant) ANDPHILLIP JOHN KAY(second applicant)vST VINCENT’S PRIVATE HOSPITALS LTD ACN 083 645 505(respondent)

The case involves Impact Healthcare Pty Ltd and Phillip John Kay, who are the applicants, and St Vincent’s Private Hospitals Ltd, the respondent. The dispute revolves around the management agreement for an emergency centre at a hospital and the respondent's refusal to approve the sale of shares in Impact. The applicants argue that the respondent unreasonably withheld its consent to the transfer of shares. The court was tasked with determining whether the respondent's refusal to approve the sale was unreasonable.

The legal issue before the court was whether St Vincent’s Private Hospitals Ltd unreasonably withheld its consent to the proposed sale of shares in Impact Healthcare. The applicants argued that the respondent's refusal to approve the sale was unreasonable as it was based on a desire to negotiate changes to the management agreement rather than legitimate concerns. The court had to assess whether the refusal was justified under the terms of the agreement and if the respondent's actions were in line with the principle that consent should not be unreasonably withheld.

The court found that St Vincent’s Private Hospitals Ltd unreasonably withheld its consent to the sale of shares in Impact Healthcare. The court concluded that the respondent's refusal was based on a desire to negotiate changes to the management agreement, rather than any legitimate concern regarding the sale. The court emphasised that consent should not be unreasonably withheld, and in this case, the respondent's actions were deemed unreasonable. The court's decision was based on the principle that the respondent's refusal was not justified under the terms of the agreement and that the respondent acted contrary to the principle of not unreasonably withholding consent.

The court declared that St Vincent’s Private Hospitals Ltd had unreasonably withheld consent to the proposed sale of shares in Impact Healthcare. The respondent was ordered to pay the applicants' costs of the application on the standard basis. The decision underscores the importance of adhering to the terms of an agreement and the principle that consent should not be unreasonably withheld, particularly in the context of business operations and share transfers.