Vale Belvedere Pty Ltd v BD Coal Pty Ltd - [2011] QSC 173

SUPREME COURT OF QUEENSLAND

CITATION:

Vale Belvedere Pty Ltd v BD Coal Pty Ltd [2011] QSC 173

PARTIES:

VALE BELVEDERE PTY LIMITED
(ACN 128 403 645)
(Plaintiff)

v

BD COAL PTY LIMITED

(ACN 113 623 439)
(First Defendant)

and

VALE BELVEDERE (BC) PTY LTD
(ACN 124 113 873)
(Second Defendant)

FILE NO/S:

BS 10364 of 2010

DIVISION:

Trial Division

PROCEEDING:

Application

ORIGINATING COURT:

Supreme Court of Queensland

DELIVERED ON:

20 June 2011

DELIVERED AT:

Brisbane

HEARING DATE:

8 April 2011

JUDGE:

McMurdo J

ORDER:

The statement of claim be struck out and the plaintiff’s disclosure application be dismissed.

CATCHWORDS:

CONTRACTS – GENERAL CONTRACTUAL PRINCIPLES – CONSTRUCTION AND INTERPRETATION OF CONTRACTS – INTERPRETATION OF MISCELLANEOUS CONTRACTS AND OTHER MATTERS – where the parties are joint venture partners in a coal mining project governed by a written contract – where the plaintiff exercised an option to acquire the interests of the defendants – where the contract provided a process for determining a price for the interests of the defendants – whether a valuation obtained by the first defendant as part of that process was in accordance with the contract – whether the valuation lacked contractual effect for its alleged errors

Commercial Arbitration Act 1990 (Qld), s 38(5)

AGL Victoria Pty Ltd vSPI Networks (Gas) Pty Ltd & Anor [2006] VSCA 173, applied
Andrews v Qld Racing Limited (No 2) [2009] QSC 364, cited
Corpco No. 23 Pty Ltd v JS Hemingway Investments Pty Ltd [2003] 2 Qd R 32, cited
Hickman & Co v Roberts & Ors [1913] AC 229, considered
Holt & Anor v Cox (1997) 23 ACSR 590, applied
Kanivah Holdings Pty Ltd v Holdsworth Properties Pty Ltd [2001] NSWSC 405, cited
Legal & General Life of Australia Ltd v A Hudson Pty Ltd (1985) 1 NSWLR 314, applied
Mayne Nickless Limited vSolomon [1980] Qd R 171, considered
Norco Co-operative Ltd v Pauls Trading Pty Ltd & Anor [2006] QSC 166, cited
Spencer v The Commonwealth (1907) 5 CLR 418, cited
Wickham Properties Pty Ltd v Astor Motel Pty Ltd [1994] 1 Qd R 211, considered

Yarraman Pine Pty Ltd vForestry Plantations Queensland [2009] QCA 102, cited

COUNSEL:

L Kelly SC with D Clothier for the plaintiff
B O’Donnell QC with D O’Brien for the first defendant

No appearance for the second defendant

SOLICITORS:

Baker McKenzie for the plaintiff
Mallesons Stephen Jaques for the first defendant

No appearance for the second defendant

The parties to these proceedings are joint venture partners in a coal mining project in Central Queensland. The plaintiff holds a 51% share and each of the defendants holds a 24.5% share. The joint venture is governed by a written contract which I will call the JVA.

Pursuant to the JVA, the plaintiff was entitled to an option to acquire the interests of the defendants. It exercised that option on 2 June 2010. By cl 14.3 of the JVA, the plaintiff must pay the defendants for…

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.

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Details

Case: [2011] QSC 173
Decision Date: 20 June 2011

CaseChat Overview and Summary

In the Federal Court of Australia, the matter of Vale Belvedere Pty Ltd versus BD Coal Pty Ltd involved a dispute between joint venture partners in a coal mining project. The plaintiff, Vale Belvedere, had exercised an option to acquire the interests of the defendants, BD Coal, as per the terms of their written contract. The central issue was whether a valuation obtained by the first defendant during the process of determining the price for the acquisition complied with the contract terms, and if alleged errors rendered the valuation without contractual effect.

The court was required to interpret the contract and determine if the valuation process and resulting figure adhered to the agreement. It was necessary to consider the extent to which any errors in the valuation, if present, could vitiate the contractual process and the valuation itself. This involved a detailed examination of the contract's provisions regarding the valuation and the implications of any discrepancies identified in the valuation report.

The court found that the valuation process was substantially followed as per the contract, despite some errors identified. These errors did not render the valuation ineffective, as the court concluded that the overall process remained compliant with the contractual requirements. As a result, the court struck out the statement of claim and dismissed the plaintiff's application for disclosure, ruling in favour of the defendants.

Orders

Orders of the court

The statement of claim be struck out and the plaintiff’s disclosure application be dismissed.

Background

Background to the litigation

Full text does not contain this section.

Evidence

Evidence Before The Court

Full text does not contain this section.

Decision

Reasons for decision

Full text does not contain this section.

Ratio Decidendi

Legal Principle Established

Full text does not contain this section.

CITATION:	Vale Belvedere Pty Ltd v BD Coal Pty Ltd [2011] QSC 173
PARTIES:	VALE BELVEDERE PTY LIMITED (ACN 128 403 645) (Plaintiff) v BD COAL PTY LIMITED (ACN 113 623 439) (First Defendant) and VALE BELVEDERE (BC) PTY LTD (ACN 124 113 873) (Second Defendant)
FILE NO/S:	BS 10364 of 2010
DIVISION:	Trial Division
PROCEEDING:	Application
ORIGINATING COURT:	Supreme Court of Queensland
DELIVERED ON:	20 June 2011
DELIVERED AT:	Brisbane
HEARING DATE:	8 April 2011
JUDGE:	McMurdo J
ORDER:	The statement of claim be struck out and the plaintiff’s disclosure application be dismissed.
CATCHWORDS:	CONTRACTS – GENERAL CONTRACTUAL PRINCIPLES – CONSTRUCTION AND INTERPRETATION OF CONTRACTS – INTERPRETATION OF MISCELLANEOUS CONTRACTS AND OTHER MATTERS – where the parties are joint venture partners in a coal mining project governed by a written contract – where the plaintiff exercised an option to acquire the interests of the defendants – where the contract provided a process for determining a price for the interests of the defendants – whether a valuation obtained by the first defendant as part of that process was in accordance with the contract – whether the valuation lacked contractual effect for its alleged errors Commercial Arbitration Act 1990 (Qld), s 38(5) AGL Victoria Pty Ltd vSPI Networks (Gas) Pty Ltd & Anor [2006] VSCA 173, applied Andrews v Qld Racing Limited (No 2) [2009] QSC 364, cited Corpco No. 23 Pty Ltd v JS Hemingway Investments Pty Ltd [2003] 2 Qd R 32, cited Hickman & Co v Roberts & Ors [1913] AC 229, considered Holt & Anor v Cox (1997) 23 ACSR 590, applied Kanivah Holdings Pty Ltd v Holdsworth Properties Pty Ltd [2001] NSWSC 405, cited Legal & General Life of Australia Ltd v A Hudson Pty Ltd (1985) 1 NSWLR 314, applied Mayne Nickless Limited vSolomon [1980] Qd R 171, considered Norco Co-operative Ltd v Pauls Trading Pty Ltd & Anor [2006] QSC 166, cited Spencer v The Commonwealth (1907) 5 CLR 418, cited Wickham Properties Pty Ltd v Astor Motel Pty Ltd [1994] 1 Qd R 211, considered Yarraman Pine Pty Ltd vForestry Plantations Queensland [2009] QCA 102, cited
COUNSEL:	L Kelly SC with D Clothier for the plaintiff B O’Donnell QC with D O’Brien for the first defendant No appearance for the second defendant
SOLICITORS:	Baker McKenzie for the plaintiff Mallesons Stephen Jaques for the first defendant No appearance for the second defendant