Recent Cases

The J & P Marlow (No 2) Pty Ltd v Joseph Hayes & Andrew McCabe in their capacity as joint and several liquidators of Peak Invest Pty Ltd (in liq), Five Islands Invest Pty Ltd (in liq), Surry Hills Pub Invest Pty.. [2023] NSWCA 117 (26 May 2023) (Bell CJ, Meagher and Kirk JJA)


Catchwords:


CONTRACTS – construction and interpretation –where hotel management agreements on foot in respect of four hotels – where hotel manager entitled to a “Capital Gains Bonus Fee” pursuant to hotel management agreements – where application by liquidators for declarations as to proper construction of hotel management agreements – whether “sale price of the property” in the definition of “Net Sales Price” contained in the formula for calculating the Capital Gains Bonus Fee referred to the sale price of the land upon which the hotels were built and the buildings as well as the hotel businesses, or only the sale price of the land and buildings – where the land upon which the hotels were built and the hotel businesses were owned by separate entities but were sold concurrently pursuant to hotel management agreements

CONTRACTS – construction and interpretation – commercial purpose of agreement – objective ascertainment of commercial purpose – commercial purpose not to be used to give contractual terms a meaning they cannot reasonably bear