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[2026] NSWSC 768
Supreme Court of NSW
2026-07-01
Hammerschlag CJ in Eq
Original judgment source is linked above.
Source: NSW Caselaw (www.caselaw.nsw.gov.au). Converted to plain text by ZoeLaw. Not the official version.
Medium Neutral Citation: Frankford Ave Pty Limited v H & H Family Office Holdings Pty Ltd [2026] NSWSC 768
Hearing dates: 1 July 2026
Date of orders: 1 July 2026
Decision date: 01 July 2026
Jurisdiction: Equity - Commercial List
Before: Hammerschlag CJ in Eq
Decision: (1) The written Contract for Sale of Shares entered into between the First Plaintiff and Second Plaintiff as Vendor and the Defendant as Purchaser (which is at pages 68-112 of Exhibit X in the proceedings) be specifically performed and carried into execution.
(2) On 10 July 2026 at 10.00 am, the Defendant is to attend at Level 6, 51 Rawson Street, Epping NSW 2121 to do all things necessary to complete the said contract and to pay to the Plaintiffs the following sums:
(a) to the First Plaintiff: $440,984.48, against transfer to the Defendant of 500 ordinary shares in the share capital of Northhaven Private Wealth Pty Ltd (ACN 675 121 365); and
(b) to the Second Plaintiff: $1,763,937.90, against transfer to the Defendant of 2,000 ordinary shares in the share capital of Northhaven Private Wealth Pty Ltd (ACN 675 121 365).
(3) The Defendant’s cross-claims are dismissed.
(4) The Defendant is to pay the Plaintiffs’ and Cross-Defendants’ costs of the proceedings.
(5) Liberty to apply on seven days’ notice.
Catchwords: CONTRACTS — sale of shares — specific performance — no issue of principle
Category: Principal judgment
Parties: Frankford Ave Pty Limited (First Plaintiff/First Cross-Defendant)
Minas Anor Pty Limited (Second Plaintiff/Second Cross-Defendant)
H & H Family Office Holdings Pty Ltd (Defendant/Cross-Claimant)
Erin Marie Lynes (Third Cross-Defendant)
Grant Ronald Innis (Fourth Cross-Defendant)
Representation: Counsel:
P Afshar (First and Second Plaintiffs/First, Second, Third and Fourth Cross-Defendants)
Solicitors:
Mistry Fallahi Lawyers and Business Advisors (First and Second Plaintiffs/First, Second, Third and Fourth Cross-Defendants)
File Number(s): 2025/00375314
Publication restriction: Nil
The First Plaintiff is a trust company associated with Erin Marie Lynes (Lynes).
The Second Plaintiff is a trust company associated with Grant Ronald Innis (Innis).
As at 29 July 2024, the First Plaintiff and the Second Plaintiff, each held 5,000 ordinary shares in the share capital of Northhaven Private Wealth Pty Ltd (ACN 675 121 365) (the Company), which conducts a financial advisory business.
These shares constituted the entirety of the Company’s issued share capital. On that date, they entered into a written Contract for Sale of Shares (the Contract) with the Defendant (which agreed to buy) under which the First Plaintiff agreed to sell to the Defendant 2,000 shares and the Second Plaintiff agreed to sell to the Defendant 4,000 shares (totalling 6,000 out of 10,000 shares on issue).
The Contract provided for the shares to be paid for and transferred in two tranches, the completion date for the first tranche to be 1 August 2024 and the completion date for the second tranche to be 1 August 2025, ie. one year apart.
The first tranche comprised 3,500 shares, 1,500 to come from the First Plaintiff and 2,000 from the Second Plaintiff, for a combined consideration of $3,022,835.91.
The second tranche was to comprise 2,500 shares, 500 to come from the First Plaintiff and 2,000 from the Second Plaintiff, the consideration to be determined based on a formula derived from the Recurring Revenue of the Company less defined liabilities (with certain specific adjustments) with the result proportionally attributed to the shares the subject of the second tranche.
The first tranche completed. The second did not.
On 25 July 2025 (ie. shortly before the second tranche was to complete), the Plaintiffs’ solicitors wrote to the Defendant setting out the calculation of the second tranche which they estimated (given that the calculation was a few days in advance) at $2,159,492.18 for both Plaintiffs.
They wrote again on 30 July 2025, saying that they were ready, willing and able to perform, and yet again on 6 August 2025 and 14 August 2025. The last-mentioned letter gave an adjusted total of $2,204,922.38 apportioned as to the First Plaintiff, $440,984.48 and the Second Plaintiff, $1,763,937.90.
By Summons and accompanying Commercial List Statement sued out of the Court on 30 September 2025, the Plaintiffs seek specific performance of the Contract, ie. the second tranche.
The matter was first returnable before the Commercial List Judge on 10 October 2025. Both sides were represented. Directions were made including for the parties to serve their evidence. The matter was stood over to 6 February 2026 for further directions or the allocation of a hearing date.
On 11 November 2025, the Defendant filed a Commercial List Response, the thrust of which is an assertion that the parties varied the Contract to add conditions precedent which were not fulfilled with the consequence that the second tranche was not “triggered” and that the Plaintiffs failed to comply with an alternative dispute resolution provision. They also disputed that the Plaintiffs were ready, willing and able to comply and averred that the Plaintiffs made misleading or deceptive representations to the Defendant. However, with respect to the amounts claimed, the Defendant (Commercial List Response paras [14], [15]) referred to the letters respectively dated 25 and 30 July 2025 and that it “relies on the letter as to its contents”.
I am satisfied that the Plaintiffs have established that the amount to be paid for the second tranche is $2,204,922.38.
The Defendant also filed a Cross-Summons against the Plaintiffs, Lynes and Innis as Cross-Defendants on 18 December 2025 claiming an order that the Plaintiffs purchase its shares in the Company at fair value and claiming various declarations and other relief based on a claim that Lynes and Innis had breached their fiduciary duty to the Company. Their standing to sue for breach of duty to the Company is not clear, but I need not deal with it for reasons which will emerge below.
On 5 February 2026, the Commercial List Judge made directions in chambers vacating the directions the next day and requiring the parties to attend an informal settlement conference by 13 March 2026. The material before the Court does not indicate whether the conference was held but it is safe to infer that the matter did not settle.
The Cross-Defendants served their Cross-Claim Response on 11 February 2026.
The matter was stood over to 20 March 2026, when it came before me. I directed the Plaintiffs to serve their lay evidence by 10 April 2026. They defaulted. They served an affidavit of Lynes affirmed on 13 April 2026. I also ordered the Defendant (Cross-Claimant) to serve its evidence. The Defendant did not serve any.
On 18 June 2026, the Defendant’s solicitors filed a Notice of Intention of Ceasing to Act and on 25 June 2026, they carried this through by filing a Notice of Ceasing to Act.
In light of these events, that is, the failure of the Defendant to serve any evidence and the departure of its solicitors, the Plaintiffs had the matter relisted before me on 26 June 2026. On that occasion, I made the following orders:
1. Fix the matter for final hearing on 1 July 2026 at 10am before the Chief Judge in Equity.
2. The plaintiff is to provide to the Chambers of the Chief Judge in Equity a Court Book containing its evidence by no later than 12 noon on 30 June 2026 together with a brief written outline not exceeding 3 pages.
3. By 4pm on 26 June 2026, the plaintiff is to notify the defendant of the trial date at the defendant’s last known address and give notice to the solicitor who has filed the Notice of Ceasing to Act of the trial date.
By an affidavit of a solicitor, Jana Smith affirmed 25 June 2026, the Plaintiff has established that my directions were complied with.
When the hearing commenced today, the Defendant was called but did not appear.
Counsel for the Plaintiffs provided a written outline of submissions which I have marked MFI 1 and will retain with the papers.
I make the following orders:
The Plaintiffs are granted leave to rely on the affidavit of Erin Marie Lynes of 13 April 2026.
The written Contract for Sale of Shares entered into between the First Plaintiff and Second Plaintiff as Vendor and the Defendant as Purchaser (which is at pages 68-112 of Exhibit X in the proceedings) be specifically performed and carried into execution.
On 10 July 2026 at 10.00 am, the Defendant is to attend at Level 6, 51 Rawson Street, Epping NSW 2121 to do all things necessary to complete the said contract and to pay to the Plaintiffs the following sums:
(a) to the First Plaintiff: $440,984.48, against transfer to the Defendant of 500 ordinary shares in the share capital of Northhaven Private Wealth Pty Ltd (ACN 675 121 365); and (b) to the Second Plaintiff: $1,763,937.90, against transfer to the Defendant of 2,000 ordinary shares in the share capital of Northhaven Private Wealth Pty Ltd (ACN 675 121 365).
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Frankford Ave Pty Limited
H & H Family Office Holdings Pty Ltd