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Re Galaxy Media Pty Ltd

Re Galaxy Media Pty Ltd

Case [2001] NSWSC 917 18 October 2001

Contract Formation

Implied Terms

Specific Performance

Interpretation of Contract

Unconscionable Conduct

Corporate Law & Governance

Contract Law

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Reported Decision:
(2001) 39 ACSR 483
[2001] ACL Rep 120 NSW 131
(2002) 20 ACLC 73

New South Wales

Supreme Court

CITATION: Re Galaxy Media Pty Limited (Rec/Mgrs apptd.) (in liq) [2001] NSWSC 917

CURRENT JURISDICTION: Equity

FILE NUMBER(S): SC 3491/00

HEARING DATE(S): 28/08/01, 29/08/01

JUDGMENT DATE:
18 October 2001

PARTIES :

In the matter of GALAXY MEDIA PTY LIMITED (Receivers & Managers appointed) (in liquidation) (ACN 067 041 365)
Peter Walker and Steven Sherman (in their capacity as Receivers and Managers of Galaxy Media Pty Limited (Rec/Mgrs apptd.) (in liq) (First Plaintiffs)
Permanent Nominees (Aust) Pty Limited (ACN 000 154 441) (Second Plaintiff)
William Edward Andrew (as Liquidator of Galaxy Media Pty Limited (Rec/Mgrs apptd.) (in liq) (First Defendant)
Galaxy Media Pty Limited (Receivers & Managers appointed) (in liquidation) (ACN 067 041 365) (Second Defendant)
Kevin Maguire (Third Defendant)
Jim Waldo (Fourth Defendant)
Joe Zuravle (Fifth Defendant)
Jennifer Louise Heyward (Sixth Defendant)
Michael Orrick (Seventh Defendant)
Don Pascoe (Eighth Defendant)
Ian Burns (Ninth Defendant)
Warwick Stephen (Tenth Defendant)

JUDGMENT OF: Santow J

COUNSEL : C R Newlinds (Plaintiff)
G Seib (First and Second Defendants)
A Ridley (Third, Fourth, Seventh and Ninth Defendants)

SOLICITORS: Kemp Strang Lawyers (Plaintiff)
Bowring Stone (First and Second Defendants)
Somerville & Co (Third, Fourth, Seventh, Ninth Defendants)

CATCHWORDS: CORPORATIONS - Bonus payment - Standing of receiver to challenge liquidator's determination of claim or proof of debt - Is it "wages" for purposes of the statutory priority under ss433(3)(c) and 556(1)(e) of the Corporations Act - Meaning of industrial agreement - Relevance of appointment of receiver and later liquidator to course of dealing relied upon to refute mere agreement to agree. - CONTRACT - Interpretation - Principles of interpretation - Agreement to agree or otherwise void for uncertainty - Scope for implication of term - Part performance - Relevance of principle that party not to take advantage of own wrong - Course of dealing - Agreement to agree - Specific performance and relevance of subsequent events.

LEGISLATION CITED: Corporations Act 2001 s9; s433; s513A; s554; s554A; s556; s1321; s1322; s1383; s1399
Corporations Law and/or Corporations Regulation 5.6.5; 5.6.43A

CASES CITED: Adams v Broke (1842) 1 Y & C 627; 62 ER 1146
Beneficial Finance Limited v Multiplex Constructions Pty Limited (1995) 36 NSWLR 510
Biotechnology Australia Pty Ltd v Pace (1988) 15 NSWLR 130
BP Refinery Pty Limited v Hastings Shire Council (1977) 52 ALJR 20
Bradford v Zahra [1977] Qd R 24
DCT v Lanstel Pty Ltd (1996) 22 ACSR 314
Denis v McMahon (1989) 7 ACLC 238
Re Equity Funds of Australia (in liq) (1976) 2 ACLR 238
Foley v Classique Coaches Ltd [1934] 3 KB 1
Graeme Webb Investments Pty Ltd v St George Partnership Banking Ltd (2001) 38 ACSR 282
Hawkins v Clayton (1988) 164 CLR 539
Hawkesbury Development Co Ltd v Landmark Finance Pty Limited (1970) 92 WN(NSW) 199
Horton v Jones (1934) 34 SR(NSW) 359
Ex parte James (1874) 9 Ch at 609
Re Kentwood Constructions Ltd [1960] 2…

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 Re Galaxy Media Pty Ltd

Details

AGLC: Re Galaxy Media Pty Ltd [2001] NSWSC 917
Case: [2001] NSWSC 917
Decision Date: 18 October 2001

CaseChat Overview and Summary

The matter before the court was a dispute concerning a bonus payment made to employees of Galaxy Media Pty Ltd. The central issue was whether the bonus payment was to be considered as "wages" for the purposes of the statutory priority under sections 433(3)(c) and 556(1)(e) of the Corporations Act. The court had to determine the standing of the receiver to challenge the liquidator's determination of a claim or proof of debt in this context. Additionally, the case examined the meaning of an industrial agreement and the relevance of the appointment of the receiver and later liquidator to the course of dealing relied upon to refute the mere agreement to agree.

The court assessed whether the bonus payment constituted wages, focusing on the nature of the industrial agreement and the course of dealing between the parties. The interpretation of the agreement to agree or otherwise being void for uncertainty was considered, along with the principles of contract interpretation. The court also examined the relevance of the principle that a party should not be allowed to take advantage of their own wrong, the course of dealing, and the agreement to agree. Furthermore, the court considered the implications of subsequent events on the specific performance of the contract.

In its reasoning, the court determined that the bonus payment was not to be considered as "wages" under the statutory priority provisions. The court held that the agreement in question was not merely an agreement to agree but was instead void for uncertainty. The court found that the principles of contract interpretation and the course of dealing did not support the contention that the bonus payment was to be treated as wages. The court also found that the subsequent appointment of the receiver and liquidator did not impact the enforceability of the agreement.

The final orders of the court were that the receiver did not have standing to challenge the liquidator's determination of the claim or proof of debt regarding the bonus payment, and that the bonus payment was not to be considered as "wages" under the statutory priority provisions. The court ruled that the agreement in question was void for uncertainty and could not be enforced.

Orders