Network Ten Pty Ltd v Tx Australia Pty Ltd

Network Ten Pty Ltd (Network Ten) and Tx Australia Pty Ltd (Tx Australia) were parties to an agreement concerning the determination of a price for shares. The dispute arose from the interpretation of this agreement, specifically concerning the auditor's role in setting the share price. The matter was heard on appeal in the Court of Appeal of New South Wales, with Bathurst CJ, Meagher and Gleeson JJA presiding.

The central legal issues before the Court of Appeal were whether the agreement mandated the auditor to determine a single, definitive price for the shares, and whether the auditor had, in fact, achieved this by their determination. Further, the court was required to consider whether the auditor's obligation was to determine the price based on market value or to ascertain a fair and reasonable price.

The Court of Appeal allowed the appeal, finding that the primary judge had erred in their interpretation of the agreement. Their Honours reasoned that the agreement required the auditor to determine a single price, and that the auditor's previous actions did not constitute such a determination. The court set aside the declaration made by the primary judge and, in lieu thereof, ordered that the proceedings be dismissed. The parties were directed to file a consent order regarding costs or make submissions on the appropriate costs orders within seven days.