Re Hair Industrie Penrith Pty Ltd, Hair Industrie Merrylands Pty Ltd

The case involved Hair Industrie Penrith Pty Ltd and Hair Industrie Merrylands Pty Ltd, where the plaintiff sought to enforce contractual obligations pertaining to the acquisition of shares and her appointment as a director in both companies. The defendants, who were the sellers of the shares, were alleged to have breached these contracts. The matter was brought before the court to determine whether the defendants had indeed breached the contracts, and if so, to what extent the plaintiff was entitled to damages or restitution.

The primary legal issue before the court was whether the defendants had breached the contracts and, if so, whether the plaintiff had sufficiently established the quantum of damages or was entitled to restitution due to the total failure of consideration. The court needed to consider the evidence presented and assess the validity of the plaintiff's claims. The defendants did not lead any evidence in their defence, which placed a significant burden on the plaintiff to prove the breaches and quantify the damages.

The court found that the defendants had indeed breached the contracts by failing to transfer the shares and appoint the plaintiff as a director as agreed. Given the lack of evidence from the defendants, the court was left to determine the extent of the plaintiff's entitlement to damages or restitution. While there was some evidence regarding the losses incurred by the plaintiff, it was deemed insufficient to establish the precise quantum of damages. Consequently, the court ruled that the plaintiff was entitled to restitution for the total failure of consideration, as the primary objective of the contracts was not fulfilled.

The final orders of the court were that the defendants were in breach of the contracts, and the plaintiff was entitled to restitution for the total failure of consideration. The court did not specify a monetary amount for damages but recognised the plaintiff's right to seek restitution. The defendants were directed to transfer the shares and appoint the plaintiff as a director as per the original agreements.