Off-the-Plan Industrial Land: When Can the Developer Walk Away?

When the contract clearly lets it and no statute stands in the way. The Victorian Court of Appeal held that a developer validly ended off-the-plan contracts

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November 14, 2026

Can Directors Dilute a Shareholder Who Wants Out?

Not to squeeze them out. In Aulich v Scott the Full Federal Court upheld the finding that share issues at $1 a share, offered to every

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November 2, 2026

Material Adverse Change Clauses: When Can a Buyer Walk Away?

Under the clause in Cosette v Mayne Pharma, only when the events it relies on, measured net of every consequence, cross the contractual threshold, and only

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October 15, 2026

Does a Foreign Jurisdiction Clause Stop Pre-Action Discovery in NSW?

Not necessarily. In Capital Markets Company v Sommerin the NSW Supreme Court ordered pre-action discovery against a former employee, his new employer and a recruiter, although

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October 13, 2026

Terminating on Someone Else’s Assessment: What Good Faith Requires

A party bound to act in good faith may terminate on a third party’s adverse assessment without repeating the investigation. What it may not do, the

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October 7, 2026

Can a Creditor Wind You Up in Singapore Over a Debt You Agreed to Arbitrate?

Generally no. Where the debt is genuinely in dispute and covered by an arbitration agreement, the Singapore court will ordinarily dismiss the winding-up application without deciding

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September 19, 2026

When the tax office may rewrite the bargain, and when it may only reprice it

Glencore. The taxpayer beat the adjustments on the evidence, and lost the point it is usually cited for: the Full Court held the tax office can

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September 10, 2026

Chevron: what the arm’s length test asks of a loan inside a group

Chevron. No security, no covenants, no parent guarantee. The company argued it could never have borrowed alone, and that argument is the reason it lost.

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September 10, 2026

Each year, and each amendment, tested on its own terms

Singapore Telecom. Two later amendments to the interest terms went through for no commercial reason anyone could give, and the company carried the burden of explaining

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September 10, 2026

When a payment for goods is not also a payment for the brand

PepsiCo, in the High Court. A bottling agreement that licensed the brand royalty free, sold the concentrate, and divided the Court three ways on what the

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September 10, 2026

Tag: Case notes