In the matter of Contact 121 Pty Ltd and Contact 121 (Qld) Pty Ltd

Contact 121 Pty Ltd and Contact 121 (Qld) Pty Ltd were involved in a dispute concerning costs and interest, which was resolved in the Federal Court of Australia. The primary issue was whether the defendants, upon purchasing the plaintiffs' shares, were required to pay interest on the unpaid purchase price. Additionally, the court examined if the consent order for the purchase price constituted a judgment debt and if it was an order for the payment of money. The dispute also involved whether the defendants' obligation to pay the purchase price and the plaintiffs' obligation to transfer the shares were dependent and concurrent.

The court held that it would not speculate on a hypothetical action to determine who would have succeeded in order to decide the questions of costs, as the consent orders represented a compromise of the parties' positions. Regarding the interest claim, the court found that the purchase price was not payable except against the receipt of duly executed share transfers and share certificates. Consequently, the court rejected the claim for interest.

The court's reasoning was based on the fact that the consent orders for the payment of the purchase price did not constitute a judgment debt. Furthermore, the defendants' obligation to pay the purchase price and the plaintiffs' obligation to transfer shares were held to be dependent and concurrent obligations. As such, the defendants' obligation to pay the purchase price was contingent upon the plaintiffs' transfer of the duly executed share transfers and share certificates.

In conclusion, the court ordered that the defendants were not required to pay interest on the unpaid purchase price, and the claim for interest was rejected. The court's decision was based on the fact that the consent orders did not constitute a judgment debt and that the parties' obligations were dependent and concurrent. The case highlights the importance of clearly defining the terms of consent orders and the obligations of each party in a share purchase agreement.