The Supreme Court (Rees J) dismissed the plaintiff’s damages claim for breach of contract arising from alleged repudiatory conduct in Belverdere Pty Ltd v Idameneo (No 123) Pty Ltd [2025] NSWSC 1327, and ordered that the sole director and shareholder of the plaintiff be jointly liable for the defendant’s costs in Belverdere Pty Ltd (in liq) v Idameneo (No 123) Pty Ltd (No 2) (costs) [2026] NSWSC 31.
The contracts related to the defendant’s purchase of a medical practice operated by the plaintiff providing specialist IVF services through its sole director and shareholder (the doctor). The defendant had a right to terminate where, in its “reasonably held opinion” the doctor had “committed an act which if true” would adversely affect its reputation or business. The defendant exercised this power after, inter alia, a series of staff and patient complaints regarding the doctor.
Rees J held that the contracts did not require the defendant to afford natural justice when exercising the termination power. Her Honour also held that the contracts did not require the defendant to be satisfied that the doctor had, in fact, committed the relevant acts. Rather, the Court found that the opinion must have been reasonably held, which required a considered assessment of the likelihood that the doctor had committed an act, before turning to its implications.
Greg O’Mahoney and Amy Reid appeared for the defendant, instructed by Andreas Piesiewicz, Dhruv Saggar, Jade Tyrell and Claudia Carozza of Johnson Winter Slattery.
The judgments are available at the following links:
Liability judgment: https://www.caselaw.nsw.gov.au/decision/19a6b5fd1ac170bfd97270e3
Costs judgment: https://www.caselaw.nsw.gov.au/decision/19c26ed265586a305af695df