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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Lucky v Ives [2023] FCA 1571
CORPORATIONS – application for leave pursuant to s 237 of the Corporations Act 2001 (Cth) to take steps to defend proceedings – where the company imminently faces an application for default judgment – where joint directors cannot agree on the appointment of solicitors – whether the scope of the leave granted should be limited –…
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Makrylos v Commissioner of Taxation [2023] FCA 971
TAXATION – appeal from objection decision – tax payer alleging real property first held as trading stock years after its acquisition – Commissioner for Taxation assessing the tax payer’s liability to pay tax on the basis that the Property was held as trading stock from the date that it was acquired – amended assessments –…
Original article available at: https://www.judgments.fedcourt.gov.au/judgments/Judgments/fca/single/2025/2025fca0037
For more information, see the original judgement.
