Onecard Australia P/L v Clift

Onecard Australia P/L brought an application against Clift, seeking a declaration that Clift was indebted to Onecard Australia P/L in the sum of $1,000,000. The dispute arose from transactions involving the allotment of shares in Onecard Australia P/L. The court was tasked with determining whether Clift could set off or counterclaim against the amount claimed by Onecard Australia P/L and whether the right to set-off or counterclaim could be excluded by agreement. The court also had to decide if the deed related to the validity of the debt or an existing indebtedness.

The court found that Clift could not set off or counterclaim against the amount claimed by Onecard Australia P/L. The court held that the deed in question unconditionally and irrevocably acknowledged the indebtedness, free from all set-offs, counterclaims, and deductions. The court found that the deed related to the validity of the debt, not an existing indebtedness. The court further held that the right to set-off or counterclaim could be excluded by agreement. The court refused the application, in so far as it relied on clause 1.1 as a basis for summary judgment. The court ordered Clift to commence proceedings for relief under s 87 of the Trade Practices Act or s 12GM of the Australian Securities and Investment Commission Act and such other relief as he may be advised, within one month of the delivery of these reasons. The application was adjourned to a date to be fixed. The court reserved costs.