BSSM, Good post and quite appropriate in some circumstances of the MZN/KDR debacle. If we look at the circumstances of the story you highlight the main difference for me is that the owner of the roadhouse entered into a sales agreement with a third party whilst they were still in negotiation of broadly accepted terms with a second party that were due to be formalised into a contract.
As far as we know KDR have not entered into negotiations with a third party for any sale and hence still own 100% of all rights to Mt Holland.
I think there are a lot of people doing research to find a case exactly like this one and IMO I don't think there will be one for a number of reasons.
Part of the problem of our research is that all of the legal jargon is written in legal English which can be difficult to ascertain the point being made or direction given.
I think any judge who makes a judgement in this case will end up using elements of previous cases for precedence.
An interesting point for me is that Marindi have yet to issue a writ on KDR for the court case. I thought his may be because they are seeking declaratory relief and so the declaration would come first followed by a write.
This isn't the case, any action in the supreme court is initiated by a writ (supreme court of WA order 4 Rule 1 - commencement of civil proceedings).
This being the case I find it interesting that Rox were served pretty quickly and KDR have not been. I feel that this may be due to the fact that MZN have realised what a pickle the directors would be in with ASIC over their actions since April
So far Marindi will have incurred costs as follows $2348 for filing of case and $759 fo the lodgement, small costs of it managed to force KDRs hand into handing over mining rights to them.
From what I can see then Marindi can let the proceedings remain inactive for 12 months until it is removed from the Supreme Court and placed upon the inactive cases list, Supreme Court Order 4A rule 24.
There are numerous cases that can be reviewed and the elements judged and precedence to this case set, links to Wikipedia at the bottom of this post.
Something that I think will be looked at is the point of fair and reasonable offer, at the time the offer may have been made it may well have been fair and reasonable. However in the passage of time incredible value has been added to Mt Holland.
In this passage of time (as far as we know it) Marindi have not contested the mining rights but have allowed incredible value to be added to the project, which makes me think that an offer may well have to be revised.
An issue that the court won't be deciding is the actions of the Marindi board in relation to their actions, i.e 2 directors purchasing shares into the company, as many have discussed here.
I see the points as being this: If they had a binding offer or contract via emails back in April yet only realised this was binding when they reviewed them in October/November then how can they say it was binding when they didn't even know themselves?
This in my eyes would make it non binding, however of it is binding then surely the court would have to recognise that at the point Marindi realised it was binding the value of the Project had increased significantly meaning they must surely have to make a fresh offer at todays value based on the expense that KDR have gone to attempt to realise that value.
Now, for those MZN shareholders looking at KDR and thinking the MZN share price will leap to 40-50c then they have to look at the structure of the companies. KDR have approx. 350m shares on offer which is almost 4 times less than MZN meaning that the value of the company should be priced at around the 10c-12c mark, if that, still great value at the current MZN price.
I think we if no writ is served on KDR this week then there is a chance this claim may not materialise into anything, all the while KDR can continue adding value to Mt Holland which MZN may be forced to take into accountif judgment saya there offer is no longer fair and reasonable. Would they be able to raise the money for the rights to Mt Holland mining.
Cases to be copied and pasted into google for details on the case (contract law cases) are at the bottom of here:
https://en.wikipedia.org/wiki/Australian_contract_law
Supreme court rules can be found here:
http://www.austlii.edu.au/au/legis/wa/consol_reg/rotsc1971281/
There is more research I have done but unfortunately I have 40 X 12 year ols knocking at the front door for our kids party, more stress than KDR & MZN believe me.
I don't have friends who are judges and i am not a lawyer so these are my musings and research only. One thing I can guarantee is this though, if a writ is served on KDR this week then I will be paying my $200 to seek advice on where I stand in terms of being an ex shareholder of MZN and not being told by the directors of the potential value of the company I was invested in.
Yes, the ASX do not allow announcements of potential contracts but MZN has an investor presentation where they could have let the fact be known that they were in 'contract talks' over the rights to mine lithium at a location in WA, they did not and therefore it is my conclusion that they didn't take it too seriously themselves, well not for 7 months anyway!
I am sure some people will pick me up on elements of my research and that is what I like about forums like this, we are all entitled to our opinion.
One very final point I would like to make is that while researching Marindi's lawyer I notice he highlights a case on his website about a defendant who was being sued for comments he made on HC about a company executive who the defendent labelled a criminal. Keep the comments factual guys & gals as there are some unscrupulous people out there who are out to make money for nothing!
Good luck all and I hope this comes to a speedy resolution.
