Three Two Three Pty Ltd v Cattanach

Three Two Three Pty Ltd and Three Two Three (Services) Pty Ltd were involved in a dispute with Angus Cattanach, the first defendant, and Catherine Cattanach, the second defendant, in relation to the sale of a nightclub business. The case was heard by the Supreme Court of New South Wales. The plaintiffs, Three Two Three Pty Ltd and Three Two Three (Services) Pty Ltd, were involved in the establishment and operation of a nightclub business, structured through multiple companies. Financial difficulties led to the decision to sell the business to a new entity. The plaintiffs sought to enforce an agreement whereby they would purchase the business, and a separate agreement regarding Catherine Cattanach's entitlement to a shareholding in the new entity. They also sought to exclude the defendants from the new business and its management.

The court had to determine the existence of any binding agreements between the parties, particularly whether there was an agreement in December 2019 that Catherine Cattanach would receive a separate shareholding in the new entity. Additionally, the court examined the validity of a temporary agreement dated 14 February 2020, whereby the plaintiffs agreed to hold all 100 shares in the new business temporarily, and whether this agreement was intended to be superseded by a formal shareholders' agreement. The court also considered whether the plaintiffs attempted to exclude the defendants from the new business and its management.

The court found that there were binding agreements between the parties and that a temporary agreement existed on 14 February 2020. However, the court determined that this temporary agreement was to be superseded by a formal shareholders' agreement, which was never executed. Regarding the management of the new business, the court found that the plaintiffs did not wrongfully exclude the defendants, as the first defendant's employment was terminated due to a failure to perform their duties. The court concluded that the plaintiffs had not proven that the first defendant had, or should have, obtained alternative employment.

The court ordered that Three Two Three Pty Ltd and Three Two Three (Services) Pty Ltd be wound up, and that Three Two Three (Services) Pty Ltd pay Angus Cattanach $76,275. The court also set a date for the parties to discuss the form of the orders and the allocation of costs.