Landream Melbourne Pty Ltd v Aust and NZ International Investment Group Pty Ltd

Landream Melbourne Pty Ltd (Landream) appealed to the Court of Appeal of New South Wales against a decision of the primary judge concerning the termination of an agreement between Landream and Aust and NZ International Investment Group Pty Ltd (ANZII). The dispute centred on whether ANZII had validly terminated the agreement, which Landream contended was wrongful.

The central legal issue before the Court of Appeal was the proper construction of a clause in the agreement that permitted termination upon a "change in control including change in the majority shareholding" of ANZII. Specifically, the court had to determine whether this condition was satisfied when ANZII's majority shareholder ceased to hold any shares, but no new single majority shareholder emerged.

The Court of Appeal, comprising Bathurst CJ, Macfarlan and Payne JJA, reasoned that the phrase "change in control including change in the majority shareholding" should be interpreted in a way that gives effect to the parties' intention to protect against a shift in the ultimate beneficial ownership or control of ANZII. The court held that a change in majority shareholding occurred not only when a new entity or person acquired a majority stake, but also when the existing majority shareholder lost its majority status, even if no other party immediately gained a new majority. This interpretation focused on the disruption of the existing control structure.

The appeal was dismissed, and Landream was ordered to pay ANZII's costs.