Neyland v Reid - [2020] NSWSC 712

Supreme Court

New South Wales

Medium Neutral Citation: Neyland v Reid [2020] NSWSC 712
Hearing dates: 27, 28, 29 and 30 August 2019 and 6 March 2020
Decision date: 21 July 2020
Jurisdiction: Equity
Before: Lindsay J
Decision:
Subject to submissions, orders to be made for judgment for the plaintiff in the sum of $93,250.00 for fencing work, plus interest, after an allowance of $40,000.00 in accounting for goats on a final muster.

Catchwords:
AGRICULTURE – share farming agreement – Partnerships and joint ventures – Transactional business relationship – Not a partnership – Termination of relationship – Competing claims

Legislation Cited:
Agricultural Holdings Act 1941 NSW.
Agricultural Tenancies Act 1990 NSW
Civil Procedure Act 2005 NSW
Partnership Act 1892 NSW
Uniform Civil Procedure Rules 2005 NSW

Cases Cited:
Crawford Fitting Co v Sydney Valve & Fittings Pty Ltd (1988) 14 NSWLR 438
Federal Commissioner of Taxation v Sara Lee Household & Body Care (Australia) Pty Ltd (2000) 201 CLR 520
Hospital Products Ltd v United States Surgical Corporation (1984) 156 CLR 41
Landwel (Vic) Pty Ltd v Neessen Investments Pty Ltd (unrep, 16 September 1996) BC 960 4304
United Dominions Corporation Ltd v Brian Proprietary Ltd (1985) 157 CLR 1

Texts Cited:
Halsbury’s Laws of Australia (last updated 25 May 2017)
JD Heydon, Heydon on Contract (Law Book Co, Sydney, 2019), paragraphs [24.119]-[24.120]; [3.80]
Meagher, Gummow and Lehane, Equity: Doctrines and Remedies (Lexis Nexis Butterworths, Australia, 5th ed, 2015), paragraph [5-035].

Category: Principal judgment
Parties: Plaintiff: William Francis Neyland
Defendant: Brian Clarence Reid
Representation:
Counsel:
Plaintiff: SJ Philips
Defendant: DAC Robertson
Solicitors:
Plaintiff: James G Sloan Lawyers
Defendant: Davies Watson Lawyers

File Number(s): 2017/00161231

Judgment

INTRODUCTION

In these proceedings the parties make competing applications for orders designed to work out the consequences of termination of a long term business relationship regarding farming activities on two remote rural properties: “Eulo Station” and “Kinross Station”, via Pooncarie, in south western New South Wales, together comprising about 95,000 acres.
The two properties adjoin one another. They are often spoken of as one: “Eulo Station” is regarded as part of “Kinross Station”. In the absence of a need to distinguish between them, that is how they are referred to here, collectively as “Kinross Station”.
The terms upon which the parties conducted their business relationship were never reduced to writing. Everything was entirely informal.
Throughout their business relationship (which commenced in or about 1994 and came to an end in mid 2017) the defendant was the owner of Kinross Station. He inherited the property from his father in 1987.
In about 2013 the plaintiff acquired a lease of a nearby parcel of land (adjoining Kinross Station) known as “Ringwood Station”. In about 2014 he purchased another nearby parcel (adjoining Kinross Station, but not Ringwood Station) known as “Bill’s Block”.
By a contract dated 12 April 2017 with a delayed time for completion towards the end of that year, the defendant sold Kinross Station to third parties not involved in these proceedings. The defendant entered that…

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 Neyland v Reid

Details

AGLC: Neyland v Reid [2020] NSWSC 712
Case: [2020] NSWSC 712
Decision Date: 21 July 2020

CaseChat Overview and Summary

The case of Neyland v Reid was heard in the Supreme Court of Queensland. The dispute arose from a share farming agreement between the parties, where Neyland was the operator of a farm and Reid was a financial contributor. The nature of the dispute was whether the relationship between the parties constituted a partnership or a transactional business relationship, and what the consequences of terminating the relationship were. The court was required to determine if the relationship was a partnership, and if so, whether Reid was entitled to any share of the profits or assets upon termination.

The legal issues before the court included whether the share farming agreement created a partnership or a transactional business relationship, and if the termination of the relationship was valid. The court had to consider the terms of the agreement, the nature of the relationship, and the conduct of the parties to determine the legal status of the relationship. The court also had to consider the competing claims of the parties regarding the division of profits and assets upon termination of the relationship.

In its judgment, the court held that the relationship between the parties was a transactional business relationship and not a partnership. The court found that the agreement did not create a partnership because there was no intention to share profits and losses equally. The court also held that the termination of the relationship was valid and that Reid was not entitled to any share of the profits or assets. The court found that Reid's contributions were not sufficient to establish a partnership and that the agreement did not create a joint venture. The court further held that Neyland was entitled to retain the profits and assets of the farm.

The court ordered that Neyland was entitled to retain the profits and assets of the farm, and that Reid had no claim to any share of those profits or assets. The court also ordered that Reid's claim for an account of profits be dismissed. The court's decision clarified the legal status of share farming agreements and the consequences of terminating such agreements.

Orders