Schott AG v Melton Willows Pty Ltd

The case of Schott AG versus Melton Willows Pty Ltd dealt with a dispute arising from a share sale agreement. The primary issue was the interpretation of the agreement, specifically in relation to the calculation of an earn-out amount. This amount was to be determined by an expert accountant appointed by the parties under a dispute resolution clause. The disagreement centred on whether the expert had correctly applied the terms of the agreement and whether there was a manifest error in the expert's determination.

The legal issues before the court included whether the expert accountant had adhered to the terms of the agreement, the precise scope of the expert's task, and the consequences of finding a manifest error in the expert's determination. The court considered the phrase "having regard to" and the term "consideration" in the context of the agreement, drawing upon the case of Conlan v Registrar of Titles. The court also examined the case of Funtastic Ltd v Madman Film and Media Pty Ltd for guidance on the consequences of a manifest error in expert determinations.

The court concluded that the expert had not properly complied with the terms of the agreement and had made a manifest error. The matter was remitted back to the expert for a re-determination in line with the agreement's terms. The court did not make any further orders beyond remitting the matter back to the expert, as the primary issue of manifest error was deemed to be sufficient grounds for the decision.