Singh v Singh [2024] NSWSC 932

Coffee and a Case Note

“Valuation is art not science; so let the partnership’s receiver sell it.”

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10 partners - 5 family members and their spouses - planned to run a blueberry farming and forestry business on land owned by the partnership: [2], [5]

8 partners, the Ps, sued the other 2, the Ds: [3]

In 2007 the partners purchased the Property and entered into a deed: [4], [6]

The deed required that forestry profits and losses be shared equally; but that each partner would take berry farming profits and bear losses in relation to their own plots on the Property: [12]

It was agreed partners would contribute equally to a partnership bank account for mortgage payments, rates, water, bills etc. Each partner agreed to pay for their own stock and machinery: [15]

Over time, the partners did not contribute equally to this account: [16]

Disputes began early about plot allocation, apparently excessive use of water by some partners etc: [17]

The partnership did not sell blueberries (each partner did, with those blueberries having been grown on their own plot). No forestry business was ever operated: [18], [19]

In 2020 the relevant regulator found the dams on the Property to be unlawfully large. Remediation works reducing dam capacity were done. From this time the Ps gave up farming the Property. The Ds continued: [22]

The Ps commenced proceedings seeking the dissolution of the partnership and the appointment of a receiver. The Ds cross-claimed seeking to buyout the Ps for $1.5m, but later resiled from this position: [23], [24], [29]

The Ps amended their claim their claim to propose two Ps buy the partnership assets for $2m: [26]

There was no dispute that the partnership should be dissolved, that the Property was a partnership asset, or that the final distribution ought to account for the unequal contributions of each partner to the bank account: [32] - [34]

The principal issue was: should the Ps’ $2m buyout order be made?: [45]

The Property was valued at ~$1.85m and the timber on it valued at ~$150K, those figures underpinning the Ps’ proposal: [47] - [51]

The Ps emphasised the saving in agent’s fees that would be made, and the “purchasing Ps” longstanding relationship with the Property: [52]

The Court noted its broad discretion on how a sale of partnership property should be effected: [54]

The Court did not make the Ps’ requested buyout: [56]

The valuation evidence before the Court was 15 months old. Neither valuer was required for XX, but the Court was not bound to accept the evidence: [61]

The Court had no evidence about property or timber prices in the ensuing 15 months meaning it could have no real confidence that the $2m sale price was beneficial to all partners: [62], [63]

(The Court noted “valuation is an art, not a science”: [62])

The Court appointed a receiver who would be best placed to realise the full value of the partnership assets: [66], [75]

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