Pauls Trading P/L v Norco Co-operative Ltd - [2006] QCA 117

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SUPREME COURT OF QUEENSLAND

CITATION:

Pauls Trading P/L & Anor v Norco Co-operative Ltd [2006] QCA 117

PARTIES:

PAULS TRADING PTY LTD ACN 009 804 077
(plaintiff/first appellant)
DAIRYFIELDS PTY LTD ACN 084 127 739
(plaintiff/second appellant)
v
NORCO CO-OPERATIVE LTD ARBN 009 717 417
(defendant/respondent)

FILE NO/S:

Appeal No 1314 of 2006
SC No 9327 of 2005

DIVISION:

Court of Appeal

PROCEEDING:

General Civil Appeal

ORIGINATING COURT:

Supreme Court at Brisbane

DELIVERED ON:

20 April 2006

DELIVERED AT:

Brisbane

HEARING DATE:

3 April 2006

JUDGES:

McMurdo P, Williams and Jerrard JJA
Separate reasons for judgment of each member of the Court, each concurring as to the order made

ORDER:

Appeal dismissed with costs

CATCHWORDS:

CONTRACTS – CONSTRUCTION AND INTERPRETATION OF CONTRACTS – OTHER MATTERS – where the first and second appellants entered into a joint venture agreement with the respondent – where events occurred that altered the effective control of each of the appellant companies and in consequence they both became defaulting participants under clause 9.1(a)(15) of the joint venture agreement – where the agreement provides that a ‘defaulting participant upon becoming a defaulting participant grants to the other participants an option to purchase its interest’ – whether the option to purchase an interest comes into effect each and every time there is an alteration in the effective control of a participant, with reference to the commencement date – whether a change of ownership in the holding company (October 2005) constituted an alteration in the effective control of each of the appellants’ companies and subsequently enlivened the option provisions of the joint venture agreement

Corporations Act 2001 (Cth), s 11, s 46, s 49, s 50

Australian Broadcasting Commission v Australasian Performing Right Association Ltd (1973) 129 CLR 99, applied
Hide & Skin Trading Pty Ltd v Oceanic Meat Traders Ltd (1990) 20 NSWLR 310, cited
United Dominions Corporation Ltd v Brian Pty Ltd (1985) 157 CLR 1, considered

COUNSEL:

K N Wilson SC, with D P de Jersey, for the appellants
H B Fraser QC, with T P Sullivan, for the respondent

SOLICITORS:

Biggs & Biggs Lawyers for the appellants
Clayton Utz for the respondent

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Citations

Pauls Trading P/L v Norco Co-operative Ltd [2006] QCA 117

Most Recent Citation

Parmalat Australia Ltd v Norco Co-Operative Ltd [2006] QCA 129

Cases Citing This Decision

2

Parmalat Australia Ltd v Norco Co-Operative Ltd [2006] QCA 129

Parmalat Australia Ltd v Norco Co-operative Ltd [2006] QCA 118

Cases Cited

4

Statutory Material Cited

1

Australian Broadcasting Commission v Australasian Performing Right Association Ltd [1973] HCA 36

Currie v Glen [1936] HCA 1

Clay v Clay [2001] HCA 9

CITATION:	Pauls Trading P/L & Anor v Norco Co-operative Ltd [2006] QCA 117
PARTIES:	PAULS TRADING PTY LTD ACN 009 804 077 (plaintiff/first appellant) DAIRYFIELDS PTY LTD ACN 084 127 739 (plaintiff/second appellant) v NORCO CO-OPERATIVE LTD ARBN 009 717 417 (defendant/respondent)
FILE NO/S:	Appeal No 1314 of 2006 SC No 9327 of 2005
DIVISION:	Court of Appeal
PROCEEDING:	General Civil Appeal
ORIGINATING COURT:	Supreme Court at Brisbane
DELIVERED ON:	20 April 2006
DELIVERED AT:	Brisbane
HEARING DATE:	3 April 2006
JUDGES:	McMurdo P, Williams and Jerrard JJA Separate reasons for judgment of each member of the Court, each concurring as to the order made
ORDER:	Appeal dismissed with costs
CATCHWORDS:	CONTRACTS – CONSTRUCTION AND INTERPRETATION OF CONTRACTS – OTHER MATTERS – where the first and second appellants entered into a joint venture agreement with the respondent – where events occurred that altered the effective control of each of the appellant companies and in consequence they both became defaulting participants under clause 9.1(a)(15) of the joint venture agreement – where the agreement provides that a ‘defaulting participant upon becoming a defaulting participant grants to the other participants an option to purchase its interest’ – whether the option to purchase an interest comes into effect each and every time there is an alteration in the effective control of a participant, with reference to the commencement date – whether a change of ownership in the holding company (October 2005) constituted an alteration in the effective control of each of the appellants’ companies and subsequently enlivened the option provisions of the joint venture agreement Corporations Act 2001 (Cth), s 11, s 46, s 49, s 50 Australian Broadcasting Commission v Australasian Performing Right Association Ltd (1973) 129 CLR 99, applied Hide & Skin Trading Pty Ltd v Oceanic Meat Traders Ltd (1990) 20 NSWLR 310, cited United Dominions Corporation Ltd v Brian Pty Ltd (1985) 157 CLR 1, considered
COUNSEL:	K N Wilson SC, with D P de Jersey, for the appellants H B Fraser QC, with T P Sullivan, for the respondent
SOLICITORS:	Biggs & Biggs Lawyers for the appellants Clayton Utz for the respondent