Maras v Manos - [2007] SASC 175

Supreme Court of South Australia
(Civil)
MARAS & ORS v MANOS & ORS
[2007] SASC 175
Judgment of The Honourable Justice Debelle (ex tempore)
14 May 2007
EQUITY - EQUITABLE REMEDIES - INJUNCTIONS - INTERLOCUTORY INJUNCTIONS
Dissolution of business relationship of first plaintiff and first defendant – first plaintiff and first defendant jointly control tenth defendant - orders made allowing first defendant to execute documents on behalf of tenth defendant to preserve capacity of tenth defendant to purchase property from third party - application by first to fourth defendants to discharge orders on grounds that plaintiffs did not make full disclosure – whether non-disclosure warrants the orders being set aside.
Behbehani v Salem (1989) 1 WLR 723; Brown v Newall (1837) 2 My & Cr 558; 40 ER 752; Dalglish v Jarvie (1850) 2 Mac & G 231; 42 ER 89; Dease v Plunkett (1843) 1 Drury 255; Holden v Waterlow (1866) 15 WR 139; Thomas A Edison Ltd v Bullock (1912) 15 CLR 679, applied.
Lane v Channel 7 Adelaide Pty Ltd (2004) 232 LSJS 234, considered.

MARAS & ORS v MANOS & ORS
[2007] SASC 175
Civil

DEBELLE J. This is an application to discharge orders in the nature of injunctions made on 20 April 2007. The application is made orally pursuant to a grant of liberty to apply generally in respect of the action.
The orders were made in the following circumstances. Messrs Manos and Maras have, since 1980, been engaged in a business relationship in which they have effectively been partners in a number of projects for the development and management of real estate. In 2004, they decided to bring their joint enterprise to an end. However, they have been unable to agree on the terms on which they should dissolve their joint enterprise.
Messrs Manos and Maras control a number of companies. Some of those companies they control together. Other companies are family companies of each Messrs Manos and Maras. One of the companies which they jointly control is called Rundle East Company Pty Ltd. For convenience, I will call it “Rundle East”. Since 29 August 2003, Messrs Manos and Maras have been the only directors of Rundle East. Rundle East has two shareholders, each of which holds one of the two issued shares in the company. The two shareholders are family companies of each Messrs Manos and Maras, that is to say, the family trusts of Messrs Manos and Maras each hold one half of the beneficial interest in Rundle East.
By memorandum of lease dated 1 December 1993, Rundle East leased seven allotments of land in Rundle Street from the Minister of Housing, Urban Development and Local Government Relations. The lease by which Rundle East leases the allotments in Rundle Street contains provisions by which Rundle East may exercise an option to purchase the properties the subject of the lease. The option must be exercised before 30 June 2007. Mr Maras has informed Mr Manos that he…

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 Maras v Manos

Details

AGLC: Maras v Manos [2007] SASC 175
Case: [2007] SASC 175
Decision Date: 14 May 2007

CaseChat Overview and Summary

In Maras v Manos, the first plaintiff and the first defendant had a business relationship, which was dissolved. They jointly controlled the tenth defendant. The court had made orders allowing the first defendant to execute documents on behalf of the tenth defendant to preserve its capacity to purchase property from a third party. The first to fourth defendants applied to discharge the orders on the grounds that the plaintiffs had not made full disclosure. The court had to decide whether the non-disclosure warranted the orders being set aside.

The primary legal issue was whether the non-disclosure by the plaintiffs warranted the setting aside of the orders. The court considered whether the plaintiffs had failed to disclose a material fact or made a misleading statement. The court also considered the effect of the non-disclosure on the decision-making process and whether it was significant enough to warrant setting aside the orders. The court noted that the non-disclosure related to the terms of a settlement agreement between the plaintiffs and the tenth defendant. The court found that the non-disclosure did not warrant the setting aside of the orders because it did not affect the decision-making process.

The court found that the non-disclosure did not amount to a failure to disclose a material fact or a misleading statement. The court noted that the non-disclosure related to the terms of a settlement agreement between the plaintiffs and the tenth defendant. The court found that the non-disclosure did not affect the decision-making process because the terms of the settlement agreement were not relevant to the application for interlocutory injunctions. The court also found that the non-disclosure did not amount to a significant factor in the decision-making process. The court held that the application to discharge the orders was dismissed.

The court dismissed the application to discharge the orders. The court found that the non-disclosure did not warrant the setting aside of the orders. The court held that the orders allowing the first defendant to execute documents on behalf of the tenth defendant to preserve its capacity to purchase property from a third party would remain in place. The court found that the non-disclosure did not amount to a material fact or a misleading statement, and it did not affect the decision-making process. The application to discharge the orders was dismissed, and the orders remained in place.

Orders