CONTRACTS – contractual construction and interpretation – joint venture agreement – pre-emptive rights clauses – where a pre-emptive right is exercisable upon a change in control – privity of contract – agency – where a clause purports to impose obligations on a non-party company in a corporate group – whether a subsidiary is obliged to use reasonable endeavours to procure its parent companies to perform contractual obligations – where a joint venture participant ceases to be a subsidiary of its ultimate holding company -whether a defined term must yield to the wider context of the agreement – whether a defined term results in absurdity or inconsistency – “woodenly literal” approach
COURTS AND JUDGES – judicial comity – whether Court bound to follow earlier decision involving construction of same contractual provisions unless persuaded earlier decision “plainly wrong” – where earlier decision involved making of judicial directions under s 90-15 of the Insolvency Practice Schedule (Corporations)
Related Federal Court cases
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Callide Energy Pty Ltd v Park [2025] FCA 37
CONTRACTS – contractual construction and interpretation – joint venture agreement – pre-emptive rights clauses – where a pre-emptive right is exercisable upon a change in control – privity of contract – agency – where a clause purports to impose obligations on a non-party company in a corporate group – whether a subsidiary is obliged to…
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Petrovsky v Southern Adelaide Local Health Network Incorporated [2024] FCA 500
PRACTICE AND PROCEDURE – application for urgent interlocutory relief – where urgent injunctive relief sought to maintain applicants’ access to respondents’ premises, and enforcement of purported oral undertakings given by the respondents – whether there is a prima facie case for relief – alleged breach of joint venture agreement or licence to occupy – whether…
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Petrovsky v Southern Adelaide Local Health Network Inc [2024] FCA 396
PRACTICE AND PROCEDURE – application for interlocutory relief – whether serious question to be tried of a joint venture agreement – whether serious question to be tried of a licence – whether serious question to be tried of unconscionable conduct – whether balance of convenience favoured interlocutory relief – whether damages an adequate remedy –…
Original article available at: https://www.judgments.fedcourt.gov.au/judgments/Judgments/fca/single/2025/2025fca0037
For more information, see the original judgement.
