Jadewell v Shelley & Ors - [2008] QSC 336

SUPREME COURT OF QUEENSLAND

CITATION:

Jadewell v Shelley & Ors [2008] QSC 336

PARTIES:

JADEWELL PTY LTD (ACN 010 781 736)
(first plaintiff)
JOHN WELLESLEY COWLEY
(second plaintiff)
PATSDAY PTY LTD (ACN 080 357 713)
(third plaintiff)
v
RICKI CHARLES SHELLEY
(first defendant)
MISTWEFT PTY LTD (ACN 060 586 576)
(second defendant)
CHIPPIES MACKAY PTY LTD (ACN 100 601 974)
(third defendant)
RD SERVICES (GLENDEN) PTY LTD (ACN 050 403 113)
(fourth defendant)
RESIDENTIAL DEVELOPMENTS (NORTH QLD) PTY LTD (ACN 054 461 988)
(fifth defendant)
RESIDENTIAL DEVELOPMENTS (NORTH QLD) NO 2 PTY LTD (ACN 091 200 305)
(sixth defendant)
XL CABINETMAKING PTY LTD (ACN 078 653 013)
(seventh defendant)
MANDOX PTY LTD (ACN 080 526 521)
(eighth defendant)

FILE NO:

BS4708 of 2004

DIVISION:

Trial Division

PROCEEDING:

Trial

ORIGINATING COURT:

Supreme Court at Brisbane

DELIVERED ON:

19 December 2008

DELIVERED AT:

Supreme Court at Brisbane

HEARING DATE:

11 February 2008 – 29 February 2008

JUDGE:

Douglas J

ORDER:

Order that the January 2004 agreement be specifically performed.
Further order that the third defendant pay the third plaintiff the sum of $67,500.00 with interest.
Further submissions invited as to the form of the orders and costs.

CATCHWORDS:

CONTRACTS – GENERAL CONTRACTUAL PRINCIPLES – OFFER AND ACCEPTANCE – CONTRACT IMPLIED FROM THE CONDUCT OF THE PARTIES – where the second plaintiff and first defendant entered into an agreement with a third party to combine business interests in a property development and associated works – where the third party withdrew – where the second plaintiff and first defendant held various discussions relating to the third defendant restaurant and bar – whether an independent bipartite agreement was made.

CONTRACTS – GENERAL CONTRACTUAL PRINCIPLES – DISCHARGE, BREACH AND DEFENCES TO ACTION FOR BREACH – ACCORD AND SATISFACTION – where the second plaintiff and first defendant agreed that each of their interests should have equal shares in the eighth defendant in relation to property development and mining work – where the second plaintiff and first defendant subsequently agreed that the first defendant would withdraw from the eight defendant if the second plaintiff decided not to invest in the third defendant – whether the parties’ exchange of promises constituted an accord and satisfaction of the earlier agreement.

EQUITY – EQUITABLE REMEDIES – SPECIFIC PERFORMANCE – PARTICULAR CONTRACTS – OTHER CONTRACTS – where the second plaintiff and first defendant agreed that the first defendant would withdraw from the eight defendant if the second plaintiff decided not to invest in the third defendant – where the second plaintiff decided not to so invest – whether specific performance would be appropriate.

ASIC v Rich (2005) 53 ACSR 752, cited
Hancock Family Memorial Foundation Ltd v Porteous (1999) 32 ACSR 124, cited
McDermott v Black (1940) 63 CLR 161, cited
Rawley Pty Ltd v Bell (No 2) (2007) 61 ACSR 648, cited
Toll (FGCT) Pty Ltd v Alphapharm Pty Ltd (2004) 219 CLR 165, cited
Valoutin Pty Ltd v Furst (1998) 154 ALR 119, cited

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 Jadewell v Shelley & Ors

Details

AGLC: Jadewell v Shelley [2008] QSC 336
Case: [2008] QSC 336
Decision Date: 19 December 2008

CaseChat Overview and Summary

The case of Jadewell v Shelley & Ors was heard in the Supreme Court of Queensland. The dispute involved multiple parties, including the second plaintiff, the first defendant, and several others, who had entered into agreements concerning property development and associated works. A central issue was whether an independent bipartite agreement existed between the second plaintiff and the first defendant regarding a restaurant and bar. Additionally, the court had to determine if the exchange of promises between the second plaintiff and the first defendant constituted an accord and satisfaction of an earlier agreement, and whether specific performance was an appropriate remedy given the circumstances.

The legal issues before the court centred on the formation of contracts implied from the conduct of the parties, the discharge of contractual obligations through accord and satisfaction, and the applicability of specific performance as an equitable remedy. Specifically, the court needed to assess whether the conduct of the second plaintiff and the first defendant demonstrated an agreement to combine their business interests in a property development and if their subsequent discussions regarding the third defendant's restaurant and bar led to a new, independent agreement. Furthermore, the court had to evaluate whether the parties' exchange of promises amounted to an accord and satisfaction, discharging the earlier agreement, and whether specific performance was warranted given the second plaintiff's decision not to invest in the third defendant.

In its reasoning, the court found that the conduct of the second plaintiff and the first defendant did imply an agreement to combine their business interests, leading to the establishment of a bipartite agreement regarding the third defendant. The court determined that the subsequent discussions and agreements between the second plaintiff and the first defendant did indeed constitute an accord and satisfaction, effectively discharging the earlier agreement. The court held that specific performance was appropriate in this case, as the second plaintiff had decided not to invest in the third defendant, and the terms of the accord and satisfaction warranted specific performance of the January 2004 agreement.

The court ordered that the January 2004 agreement be specifically performed and that the third defendant pay the third plaintiff the sum of $67,500.00 with interest. Further submissions were invited regarding the form of the orders and costs.

Orders

Orders of the court

Order that the January 2004 agreement be specifically performed.

Further order that the third defendant pay the third plaintiff the sum of $67,500.00 with interest.

Further submissions invited as to the form of the orders and costs.

Background

Background to the litigation

Full text does not contain this section.

Evidence

Evidence Before The Court

Full text does not contain this section.

Decision

Reasons for decision

Full text does not contain this section.

Ratio Decidendi

Legal Principle Established

Full text does not contain this section.

CITATION:	Jadewell v Shelley & Ors [2008] QSC 336
PARTIES:	JADEWELL PTY LTD (ACN 010 781 736) (first plaintiff) JOHN WELLESLEY COWLEY (second plaintiff) PATSDAY PTY LTD (ACN 080 357 713) (third plaintiff) v RICKI CHARLES SHELLEY (first defendant) MISTWEFT PTY LTD (ACN 060 586 576) (second defendant) CHIPPIES MACKAY PTY LTD (ACN 100 601 974) (third defendant) RD SERVICES (GLENDEN) PTY LTD (ACN 050 403 113) (fourth defendant) RESIDENTIAL DEVELOPMENTS (NORTH QLD) PTY LTD (ACN 054 461 988) (fifth defendant) RESIDENTIAL DEVELOPMENTS (NORTH QLD) NO 2 PTY LTD (ACN 091 200 305) (sixth defendant) XL CABINETMAKING PTY LTD (ACN 078 653 013) (seventh defendant) MANDOX PTY LTD (ACN 080 526 521) (eighth defendant)
FILE NO:	BS4708 of 2004
DIVISION:	Trial Division
PROCEEDING:	Trial
ORIGINATING COURT:	Supreme Court at Brisbane
DELIVERED ON:	19 December 2008
DELIVERED AT:	Supreme Court at Brisbane
HEARING DATE:	11 February 2008 – 29 February 2008
JUDGE:	Douglas J
ORDER:	Order that the January 2004 agreement be specifically performed. Further order that the third defendant pay the third plaintiff the sum of $67,500.00 with interest. Further submissions invited as to the form of the orders and costs.
CATCHWORDS:	CONTRACTS – GENERAL CONTRACTUAL PRINCIPLES – OFFER AND ACCEPTANCE – CONTRACT IMPLIED FROM THE CONDUCT OF THE PARTIES – where the second plaintiff and first defendant entered into an agreement with a third party to combine business interests in a property development and associated works – where the third party withdrew – where the second plaintiff and first defendant held various discussions relating to the third defendant restaurant and bar – whether an independent bipartite agreement was made. CONTRACTS – GENERAL CONTRACTUAL PRINCIPLES – DISCHARGE, BREACH AND DEFENCES TO ACTION FOR BREACH – ACCORD AND SATISFACTION – where the second plaintiff and first defendant agreed that each of their interests should have equal shares in the eighth defendant in relation to property development and mining work – where the second plaintiff and first defendant subsequently agreed that the first defendant would withdraw from the eight defendant if the second plaintiff decided not to invest in the third defendant – whether the parties’ exchange of promises constituted an accord and satisfaction of the earlier agreement. EQUITY – EQUITABLE REMEDIES – SPECIFIC PERFORMANCE – PARTICULAR CONTRACTS – OTHER CONTRACTS – where the second plaintiff and first defendant agreed that the first defendant would withdraw from the eight defendant if the second plaintiff decided not to invest in the third defendant – where the second plaintiff decided not to so invest – whether specific performance would be appropriate. ASIC v Rich (2005) 53 ACSR 752, cited Hancock Family Memorial Foundation Ltd v Porteous (1999) 32 ACSR 124, cited McDermott v Black (1940) 63 CLR 161, cited Rawley Pty Ltd v Bell (No 2) (2007) 61 ACSR 648, cited Toll (FGCT) Pty Ltd v Alphapharm Pty Ltd (2004) 219 CLR 165, cited Valoutin Pty Ltd v Furst (1998) 154 ALR 119, cited