Pacreef Investments v GTW Investments
Supreme Court of Victoria
M Osborne J
17/02/2022
[2022] VSC 56
Companies — Share capital — Preference shares — Redeemable preference shares — Subscription agreement under which seller received shares in purchaser redeemable by purchaser on notice from seller — Separate agreement requiring shareholder of purchaser to subscribe for capital in purchaser to fund redemption of shares — Failure to redeem shares — Whether liability to redeem at option of shareholder constituted preference as against ordinary shares — Corporations Act 2001 (Cth), s 254A(3)
Contract — Construction — Agreement to raise capital to fund redemption of redeemable preference shares — Liability of party to perform obligation if principal defaults agreement — Nature of agreement — Whether guarantee — Whether principle of strictissimi juris applied — Whether conditions precedent to agreement enlivened
Estoppel — Conduct — Silence — Whether seller of shares estopped from enforcing obligations arising under agreement to raise capital to fund redemption of redeemable preference shares
Read the judgment here.