Harding Investments Pty Ltd v PMP Shareholdings Pty Ltd

REASONS FOR JUDGMENT 1 On 27 May 2011, the first respondent, PMP Shareholdings, and the third respondent, Jashtra Holdings, were ordered to purchase the shares in Lotic Pty Ltd (ACN 116 609 851) held by the first applicant, Harding Investments Pty Ltd (ACN 118 130 402) (Harding Investments): Harding Investments Pty Ltd v PMP Shareholding Pty Ltd (No 2) [2011] FCA 567. The other orders on that day may be put to one side. 2 On 30 November 2011, further reasons for decision were published: Harding Investments Pty Ltd v PMP Shareholding Pty Ltd (No 3) [2011] FCA 1370. Those reasons for decision addressed the price to be paid to Harding Investments for the shares it held in Lotic Pty Ltd. Unsurprisingly, the parties cannot agree on orders to give effect to those reasons for decision. I say unsurprisingly because throughout this litigation the parties have been unable to agree on the most basic of matters. 3 The Orders proposed by the applicants were as follows: 1. That first applicant (sic) forthwith execute a transfer of half of its shares in Lotic Pty Ltd in favour of first respondent and deliver that transfer to its solicitors. 2. That the first applicant forthwith execute a transfer of half of its shares in Lotic Pty Ltd in favour of the third respondent and deliver that transfer to its solicitors. 3. That the applicants' solicitors hold the executed transfers until compliance by the first and third respondents with the following order, or otherwise until further order. 4. That on or before 9 January 2012, the first and third respondents pay into the trust account of the applicants' solicitors the sum of $585,000 being the purchase price for the first applicants' (sic) shares. 5. That upon that sum being received by the applicants' solicitors in clear funds, the applicants' solicitor deliver the transfers to the solicitors for the first and third respondents. 6. Upon compliance with Order 5 above, the Applicants' solicitors shall release the sum of $585,000 referred to in Order 4 above to the Applicants. 7. The Respondents pay the Applicants' costs of the proceeding from 28 May 2011 such costs to be taxed in default of agreement. 4 The respondents agree with Orders 1-3. They dispute the timing of Order 4 and do not accept Orders 6 and 7. In addition, the respondents seek a stay of Orders 4 and 5. The costs order the respondents seek is limited to an Order that the applicants pay the respondents' costs of and incidental to the production of the report of Mr Blashki, a valuer (the Blashki Report). 5 I will make Orders 1 to 6 in the terms sought by the applicants. 6 That leaves two issues to be addressed - the application for a stay and the question of costs.