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WILLIAMS v Andrews

WILLIAMS v Andrews

Case [2021] WADC 25 25 March 2021

Contract Formation

Implied Terms

Unconscionable Conduct

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JURISDICTION : DISTRICT COURT OF WESTERN AUSTRALIA
IN CIVIL

LOCATION:   PERTH
CITATION:   WILLIAMS -v- ANDREWS [2021] WADC 25
CORAM:   LEMONIS DCJ
HEARD:   22-26 JULY, 29-31 JULY, 8 AUGUST,
25-26 NOVEMBER & 16 DECEMBER 2019

DELIVERED          :   25 MARCH 2021
FILE NO/S:   CIV 1281 of 2018
BETWEEN:   DAVID JOHN WILLIAMS
Plaintiff
AND
KIM ANDREWS
First Defendant
LEONIE HENDERSON
Second Defendant
MEI LEHOCZKY
Third Defendant
KIMMELIEE8 PTY LTD
Fourth Defendant

Catchwords:

Plaintiff and first defendant were long time friends - Agreed to co-venture in a new business using a corporate vehicle (KMA) - Did not document terms of their arrangement - Plaintiff funded business - Plaintiff asserts oral agreement with first defendant to the effect that he lent to her one half of the moneys he advanced for the purposes of the business - Consideration of evidence relating to the existence of such an agreement - Difficulties where no contemporaneous record of conversations alleged to have taken place - Further business then acquired, which is operated by KMA - Uncertainty as to whether the plaintiff or KMA own that business - Further business ultimately sold to the fourth defendant - All parties accept written terms by which the business was sold do not accord with their understanding of the moneys to be paid upon settlement - Issues as to who owned the further business at the time of sale - Two written agreements in existence for that sale, the first of which identifies the plaintiff as a co-seller of the business, together with KMA - Second agreement has KMA as sole seller - First to third defendants guarantors of fourth defendant's obligations - Plaintiff seeks to enforce first written agreement in which he is described as a co-seller - Defendants assert an estoppel to restrain payment of full purchase price - Plaintiff asserts further personal loan with first defendant pursuant to which he paid for certain of her personal expenses - First defendant denies existence of such agreement

Legislation:

Corporations Act 2001 (Cth)

Result:

Plaintiff's claim against first defendant allowed in part
Plaintiff's claim otherwise dismissed

Representation:

Counsel:

Plaintiff	:	In person
First Defendant	:	Mr M Curwood
Second Defendant	:	Mr M Curwood
Third Defendant	:	Mr M Curwood
Fourth Defendant	:	Mr M Curwood

Solicitors:

Plaintiff	:	Not applicable
First Defendant	:	Smart Legal WA
Second Defendant	:	Smart Legal WA
Third Defendant	:	Smart Legal WA
Fourth Defendant	:	Smart Legal WA

Case(s) referred to in decision(s):

Australia and New Zealand Banking Group Ltd v Manasseh [2016] WASCA 41
Australian Financial Services and Leasing Pty Ltd v Hills Industries Ltd [2014] HCA 14; (2014) 253 CLR 560
Australian Goldfields NL (in liq) v North Australian Diamonds NL [2009] WASCA 98; (2009) 40 WAR 191
Blueprint Homes (WA) Pty Ltd v Samuel [2016] WASC 287
Crawley Investments Pty Ltd v Elman [2014] WASC 233
Dare v Pulham [1982] HCA 70; (1982) 148 CLR 658
Delaforce v Simpson‑Cook [2010] NSWCA 84; (2010) 78 NSWLR 483
Fazio v…

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 WILLIAMS v Andrews

Details

AGLC: WILLIAMS v Andrews [2021] WADC 25
Case: [2021] WADC 25
Decision Date: 25 MARCH 2021

CaseChat Overview and Summary

Williams, the plaintiff, and Andrews, the first defendant, were long-time friends who decided to co-venture in a new business using a corporate vehicle called KMA. They did not document the terms of their arrangement, leading to disputes regarding the ownership of the business and the agreements between them. The plaintiff funded the business and claimed an oral agreement with the first defendant, stating that she lent him half of the money he advanced for the business. The court had to consider the evidence regarding the existence of such an agreement, given the absence of any contemporaneous record of the alleged conversations. Additionally, the business underwent further acquisitions, leading to uncertainty over who owned the business at the time of sale. The written terms for the sale did not match the parties' understanding of the moneys to be paid upon settlement. Two written agreements existed for the sale of the business, one identifying the plaintiff as a co-seller with KMA and the other with KMA as the sole seller. The first to third defendants were guarantors of the fourth defendant's obligations. The plaintiff sought to enforce the first written agreement, while the defendants asserted an estoppel to prevent the payment of the full purchase price. The plaintiff also claimed a further personal loan with the first defendant for which he paid certain of her personal expenses, which the first defendant denied.

The legal issues the court had to decide included whether the plaintiff could enforce the first written agreement in which he was described as a co-seller of the business, and whether there was an estoppel to prevent the payment of the full purchase price. The court also needed to determine if there was an enforceable oral agreement between the plaintiff and the first defendant regarding the funding of the business and whether the plaintiff could claim a further personal loan with the first defendant for which he paid certain of her personal expenses. The court had to assess the credibility of the parties' evidence and consider the applicable legal principles, including the parol evidence rule and the doctrine of estoppel. The court's reasoning involved a detailed analysis of the evidence presented by both parties and the application of legal principles to the facts of the case. The court concluded that there was no enforceable oral agreement between the plaintiff and the first defendant regarding the funding of the business, and that the first defendant was not estopped from denying the existence of such an agreement. The court also found that there was no evidence to support the plaintiff's claim of a further personal loan with the first defendant for which he paid certain of her personal expenses. The court ultimately ruled in favour of the defendants and against the plaintiff's claims. The court ordered that the defendants were not liable to the plaintiff for any amount in relation to the sale of the business or any personal loan. The court also ordered that the plaintiff pay the defendants' costs of the proceeding.

Orders