In Impact Healthcare Pty Ltd & Anor v St Vincent’s Private Hospitals Ltd [2024] QSC 62, the Supreme Court of Queensland addressed a dispute where Impact Healthcare Pty Ltd and its sole director, Phillip John Kay, sought approval from St Vincent’s Private Hospitals Ltd (SVPH) to sell a majority stake of Impact’s shares to PEHA Holding Co Pty Ltd, a company wishing to invest in Impact. The agreement between Impact and SVPH required SVPH's approval for such a sale, which could not be unreasonably withheld. The core issue was SVPH's refusal to consent to the sale, desiring instead to negotiate changes to the existing agreement—a contract of indefinite duration that did not stipulate such a condition for the sale of shares. Justice Applegarth found SVPH's conduct in withholding consent to be unreasonable, sided with the applicants, and ordered SVPH to pay the applicants' costs.
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