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Re Strategic Conferences Pty Ltd

Re Strategic Conferences Pty Ltd

Case [2025] VSC 374 26 June 2025

Breach of Contract

Contract Formation

Compensatory Damages

Corporate Law & Governance

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IN THE SUPREME COURT OF VICTORIA

Not Restricted

AT MELBOURNE

COMMERCIAL COURT
CORPORATIONS LIST

S ECI 2024 04552

IN THE MATTER of STRATEGIC CONFERENCES PTY LTD (T/AS THE CONFERENCE PARTNERS (ACN 613 578 608)

BETWEEN:

BRIGALOW NOMINEES PTY LTD (T/AS NOVOTEL GEELONG) (ACN 004 931 668)	Plaintiff
v
STRATEGIC CONFERENCES PTY LTD (T/AS THE CONFERENCE PARTNERS) (ACN 613 578 608)	Defendant

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JUDGE:	Gardiner AsJ
WHERE HELD:	Melbourne
DATE OF HEARING:	28 November 2024
DATE OF JUDGMENT:	26 June 2025
CASE MAY BE CITED AS:	Re Strategic Conferences Pty Ltd
MEDIUM NEUTRAL CITATION:	[2025] VSC 374

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CORPORATIONS — Section 459G of Corporations Act 2001 (Cth) — Application to set aside a statutory demand on ground that plaintiff had an offsetting claim — Defendant entered into an agreement to host a conference at plaintiff’s hotel — Whether the agreement was subject to a condition precedent — Plaintiff’s offsetting claim relied on establishing that it was arguable there was a valid binding agreement between the parties — Inappropriate to determine competing interpretations of the agreement in application to set aside a statutory demand — Plaintiff demonstrated plausible contention giving rise to an arguable offsetting claim — Statutory demand set aside.

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APPEARANCES:	Counsel	Solicitors
For the Plaintiff	Mr S Cromb	Marshalls Dent Wilmoth Lawyers
For the Defendant	Mr S Campbell	Strongman & Crouch

TABLE OF CONTENTS

Introduction

Background

Parties’ evidence

Novotel’s evidence
Conference Planners’ evidence
Novotel’s evidence in reply

Novotel’s submissions

Offsetting claim
Is the Banyule Agreement binding between the parties?

Conference Planners’ submissions

Offsetting claim
Novotel’s offsetting claim manufactured in response to the Demand

Legal principles

Consideration

HIS HONOUR:

Introduction

On 12 August 2024, the defendant, Strategic Conferences Pty Ltd (trading as The Conference Planners) (‘Conference Planners’)[1] served a statutory demand on the plaintiff, Brigalow Nominees Pty Ltd (‘Novotel’) which claimed that Novotel was indebted to it for debts totalling $6,722.83 (‘Demand’). The Demand was accompanied by an affidavit under s 459E of the Corporations Act 2001 (Cth) (‘Act’) of Stephanie Louise Doyle sworn 9 August 2024.
[1]The plaintiff has been erroneously referred to as ‘The Conference Partners’ on the court file. Its correct name is ‘The Conference Planners’ and will be referred to as ‘Conference Planners’ in this judgment.
The schedule to the Demand describes the Debt as arising from an agreement executed between Conference Planners and Novotel on 19 September 2023 (‘Whittlesea Agreement’) to conduct a conference at Novotel Geelong (‘Hotel’) on 2 and 3 May 2024 (‘Whittlesea Conference’). The debts claimed are comprised of two sums, the first being in respect of two commission payments totalling $6,121.70, and the second being in respect of what is said to be the liquidated Australian dollar value of identified reward points owing by Novotel to Conference Planners totalling $601.13.
On 30 August 2024, Novotel filed and served an originating process seeking orders that the Demand be set aside under ss 459G and 459H of the Act.…

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 Strategic Conferences Pty Ltd

Details

AGLC: Re Strategic Conferences Pty Ltd [2025] VSC 374
Case: [2025] VSC 374
Decision Date: 26 June 2025

CaseChat Overview and Summary

The case of Re Strategic Conferences Pty Ltd involved the plaintiff, who had issued a statutory demand to the defendant, Strategic Conferences Pty Ltd. The plaintiff claimed a debt under a contract for hosting a conference at the plaintiff’s hotel. The defendant contested the demand, arguing it had an offsetting claim that rendered the debt unpayable. The matter was heard by the Federal Circuit Court of Australia.

The primary legal issue before the court was whether the statutory demand could be set aside on the ground that the plaintiff had an offsetting claim. This required the court to determine whether the plaintiff had demonstrated that it was arguable that there was a valid binding agreement between the parties. A significant part of the defendant’s argument was that the agreement was subject to a condition precedent that had not been satisfied. The court had to decide if it was appropriate to delve into the competing interpretations of the agreement in the context of setting aside a statutory demand, and if the plaintiff’s claim was plausible enough to justify setting the demand aside.

The court found that the plaintiff had presented a plausible contention that there was a valid binding agreement, which was sufficient to establish an arguable offsetting claim. It was inappropriate for the court to determine the competing interpretations of the agreement in this context. The court accepted that the plaintiff’s contention was plausible and, as such, the statutory demand was set aside. The reasoning emphasised the importance of the arguability of the offsetting claim rather than its likelihood of success. The court balanced the principles of fairness and the procedural context of setting aside a statutory demand.

The final order of the court was to set aside the statutory demand issued by the plaintiff against the defendant. The court acknowledged the plaintiff’s position but determined that the arguability of the defendant’s offsetting claim warranted the setting aside of the demand. The decision underscored the procedural nature of applications to set aside statutory demands and the need to focus on the arguability of the offsetting claim rather than its substantive merits.

Orders