Khoury v Zambena Pty Ltd

The appeal concerned a dispute between Khoury and Zambena Pty Ltd regarding a deed of arrangement. The primary issue was whether the deed had been validly terminated due to the failure of the creditors' resolution to give notice of a meeting. The matter came before the Court of Appeal of New South Wales.

The court was required to determine whether the failure to provide notice of the creditors' meeting, as stipulated by the deed, constituted a breach that entitled the appellant to terminate the deed. Further, the court considered whether the appellant's delay in seeking to terminate the deed, in circumstances where there was no apparent financial benefit to doing so, was a relevant factor in assessing the validity of the termination.

The court reasoned that the failure to give notice of the meeting was a breach of the deed. However, it found that the appellant had not established that he was entitled to terminate the deed on that ground. The court noted the unexplained delay in the appellant's attempt to terminate the deed and the lack of any demonstrable financial benefit arising from such termination. These factors weighed against the appellant's claim.

The appeal was dismissed.