Australia, May 25 -- New South Wales Land and Environment Court issued text of the following judgement on April 24:

1. The Plaintiff is a company, the shareholders of which are Christiaan Straatemeier and his wife Annette Straatemeier. It is a trustee of what I infer is a family trust. For relevant purposes, it is controlled by Mr Straatemeier.

2. The First Defendant is a company and, during the period relevant to these proceedings until 30 August 2021, the Second Defendant was its sole director. From 30 August 2021 until 6 March 2023, the Second Defendant and the Third Defendant were directors of the First Defendant.

3. In October 2021, the First Defendant was seeking to raise capital for the purpose of developing a business venture involving the lending of money to either real estate agents or vendors of real property so as to allow them "access" to money held on deposit for uncompleted real estate transactions at attractive, competitive interest rates.

4. On 19 October 2021, there existed four documents, being an information memorandum ("IM"), a "cheat sheet," which was a summary of the IM, a document entitled "proposed press release - Friday, 15 October 2021," and a blank share application form to various people, including Mr Straatemeier.

5. Of those four documents, all but the draft press release were created and issued by the First Defendant. The press release was created by Mr Oxlade of Spice Capital Partners, who had been retained by the First Defendant for the purpose of marketing what was described as a "series A" capital raising, wherein the First Defendant was seeking to raise $1 million by issuing 750,000 new shares at $1.33 per share. The Second Defendant gave evidence, which I accept, to the effect that the press release was never seen, let alone approved, by any of the Defendants. It is the creation of Mr Oxlade. Nonetheless, My Oxlade's company was the agent of the First Defendant and so, in that sense, the First Defendant issued that document. In any event, on 15 October, Mr Oxlade disseminated the four documents to a number of people, who he thought might be interested in investing.

6. Mr Straatemeier was identified by Mr Oxlade as one of those potential investors. Mr Straatemeier was sent the four documents.

7. Prior to that, in August 2021, Mr Oxlade and Mr Straatemeier had, at a reasonably vague level, discussed a potential opportunity to invest in the First Defendant. Mr Straatemeier was shown a draft of the IM. Those discussions concluded when, on 13 August 2021, Mr Straatemeier wrote to Mr Oxlade in the following terms:

"I'm going to say no. The deal is becoming too conflicted [sic] [complicated] given the urgent shuffle of cheques. Prefer to be investing directly and following in behind a few other commitments rather than being a front runner."

8. Their communications picked up again on 15 October 2021, when, amongst other things, Mr Oxlade told potential investors in a group email (including probably Mr Straatemeier), that:

"The company is now ready to roll ...

Via the Press Release (attached) much has happened since our last communication, and this is all outlined in the Press Release.

We have all but secured the full $1 million investment/capital raising and you have a small window of opportunity to get your own foothold in the company."

9. By 19 October 2021, Mr Straatemeier must have asked for the relevant documents to be sent to him. On 19 October, he was sent the four documents. He read and considered all of those documents on either 19 or 20 October.

10. On 20 October, after reading the documents, Mr and Mrs Straatemeier made a decision to invest in the First Defendant by causing the Plaintiff to subscribe for shares in the First Defendant by filling in the share application form and sending it to Mr Oxlade.

*Rest of the document can be viewed at: (https://www.caselaw.nsw.gov.au/decision/1966148e6d0abb974689ae1d)

Disclaimer: Curated by HT Syndication.