Rilgar Nominees Pty Ltd v BHA Holdings Pty Ltd

The case before the court was between Rilgar Nominees Pty Ltd and BHA Holdings Pty Ltd. The dispute arose from a mediation process, where an agreement was reached but not formalised in writing. The mediation agreement stipulated that any settlement must be in writing and signed by the parties, yet no such agreement was executed. The central legal issues were whether the mediation agreement was varied or if the requirement for a signed agreement was waived, and whether the conduct of the parties was sufficient to establish any variation or waiver. Additionally, the court needed to determine if the company was a necessary party to the settlement agreement, given it was not a party to the mediation and did not attend the mediation. This consideration involved applying principles from In re Duomatic Ltd and Bodikian v Sproule to assess whether the unanimous assent of all voting shareholders was sufficient.

The court found that there was no written agreement satisfying the terms of the mediation agreement. It examined the conduct of the parties post-mediation and concluded that there was no conduct by the parties that could be interpreted as a variation or waiver of the requirement for a signed agreement. The court also determined that the company was a necessary party to the settlement agreement, as it was not a party to the mediation and did not attend. The unanimous assent of all voting shareholders was deemed insufficient to bind the company to the settlement. The court further held that the plaintiff’s claim did not have real prospects of success, thereby justifying the granting of summary judgment in favour of the defendants.

Consequently, the court ruled in favour of the defendants and dismissed the plaintiff’s claim. The court determined that the plaintiff’s claim had no real prospects of success under the relevant provisions of the Supreme Court (General Civil Procedure) Rules 2005 (Vic) and the Civil Procedure Act 2010 (Vic). The court awarded costs to the defendants, reflecting its conclusion that the plaintiff’s claim was not viable. This decision underscores the importance of formalising agreements in writing and the necessity of all relevant parties being present and assenting to any settlement reached through mediation.