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Russo v Resource Developments International Pty Ltd

Russo v Resource Developments International Pty Ltd

Case [2003] NSWSC 239 2 April 2003

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CITATION: Russo v Resource Developments International Pty Ltd [2003] NSWSC 239

HEARING DATE(S): 04/11/02; 05/11/02; 06/11/02; 07/11/02; 08/11/02; 11/11/02; 12/11/02; 13/11/02; 19/12/02

JUDGMENT DATE:
2 April 2003

JURISDICTION:
Equity Division

JUDGMENT OF: Young CJ in Eq

DECISION: All claims dismissed other than part of plaintiff's claim in 1947/02. Short minutes of orders to be brought in.

CATCHWORDS: Contracts [15]- Illusory contracts- Contract subject to approval of party's own board. Contracts [105]- Entire agreement clause- Significance.

CASES CITED: Blacker v National Australia Bank Ltd (2001) 23 ATPR 41-817
Brambles Holdings Ltd v Bathurst City Council (2001) 53 NSWLR 153
Buhrer v Tweedie [1973] 1 NZLR 517
Corpers (No 664) Pty Ltd v NZI Securities Australia Ltd (1989) NSW Conv R 55-475
Ex parte Bishop (1880) 15 Ch D 400
Graham Barclay Oysters Pty Ltd v Ryan (2002) 77 ALJR 183
Greene v West Cheshire Railway Co (1871) LR 13 Eq 44
Hart v MacDonald (1910) 10 CLR 417
Hope v RCA Photophone of Australia Pty Ltd (1937) 59 CLR 348
Macquarie Generation v C & A Resources Ltd [2001] NSWSC 1040
Marston v Charles H Griffith & Co Pty Ltd (1985) 3 NSWLR 294
Mulvay v Henry Berry & Co Pty Ltd (1938) 38 SR
(NSW) 389
NT Power Generation Pty Ltd v Power & Water Authority (2001) 184 ALR 481
Parkdale Custom Built Furniture Pty Ltd v Puxu Pty Ltd (1982) 149 CLR 191
Steele v Tardiani (1946) 72 CLR 386
Sutton v AJ Thompson Pty Ltd (1987) 73 ALR 233

PARTIES :
1947/02 Vincenzo Russo (P1)
Merkado Pty Limited (P2)
Resource Developments International Pty Limited (D1)
Premier Resources Limited (D2)
Hy-Tec Industries Pty Limited (D3)
Iyad Rafidi (D4)
Placido Costa (D5)
2603/02 Marcello Russo (P1)
Merkado Pty Limited (P2)
Resource Developments International Pty Limited (D1)
Premier Resources Limited (D2)
Hy-Tec Industries Pty Limited (D3)
Iyad Rafidi (D4)
Placido Costa (D5)

FILE NUMBER(S): SC 1947/02; 2603/02

COUNSEL: 1947/02 F G Lever SC (P)
2603/02 I W Raine (P)
B W Rayment QC and P Conway (D1 & 4)
R Kaye (D2 & 3)
R Seton SC and J M Hennessy (D5)

SOLICITORS: 1947/02 Bartier Perry (P)
2603/02 Russell Debney (P)
Oliveri Attorneys (D1 & 4)
Mallesons Stephen Jaques (D2 & 3)
PricewaterhouseCoopers Legal (D5)

IN THE SUPREME COURT
OF NEW SOUTH WALES
EQUITY DIVISION

YOUNG CJ in EQ

Wednesday 2 April 2003

1947/02 – RUSSO v RESOURCE DEVELOPMENTS INTERNATIONAL PTY LTD
2603/02 - RUSSO v RESOURCE DEVELOPMENTS INTERNATIONAL PTY LTD

JUDGMENT

1 HIS HONOUR: This judgment is in respect of two cases heard together because they involve some common and some overlapping questions of fact.

2 The plaintiff in 1947/02 is Vincenzo Russo to whom I will refer as "Enzo". The plaintiff in 2603/02 is his son, Marcello Russo ("Marcello"). Mr F G Lever SC appeared for Enzo, and Mr Raine for Marcello. The two plaintiffs are not on speaking terms. I am referring to these gentlemen by their first names, not intending to be disrespectful, but in…

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 Russo v Resource Developments International Pty Ltd

Details

AGLC: Russo v Resource Developments International Pty Ltd [2003] NSWSC 239
Case: [2003] NSWSC 239
Decision Date: 2 April 2003

CaseChat Overview and Summary

The matter of Russo v Resource Developments International Pty Ltd involved a dispute over the enforceability of a contract. The plaintiff, Russo, had entered into an agreement with the defendant, Resource Developments International Pty Ltd, for the sale of a property. However, the contract was subject to the approval of the defendant's board, which had not been obtained. Russo sought to enforce the contract, while the defendant argued that the contract was unenforceable due to the requirement of board approval.

The primary legal issue before the court was whether the contract was binding and enforceable despite the requirement of board approval. The court needed to determine whether this condition was a fundamental term of the contract or a mere representation. The court also had to consider the effect of an entire agreement clause in the contract, which stated that the written agreement represented the entire agreement between the parties.

The court found that the requirement for board approval was a fundamental term of the contract, and as such, the contract was not binding until that approval was obtained. The court held that the condition of board approval was not merely a representation but a condition precedent to the formation of the contract. The court further found that the entire agreement clause was significant and meant that the written agreement was the complete and final expression of the parties' agreement, and any prior negotiations or understandings were not binding. As a result, the plaintiff's claim for specific performance of the contract was dismissed.

The court ordered that the plaintiff take nothing by way of his claim and that each party bear their own costs of the proceeding.

Orders