Investment trust secured judgment over unpaid share price and director loan claims
A trustee won judgment in the NSW Supreme Court against a management company that left millions unpaid under a share sale deed.
In Big Sky Capital Pty Ltd atf the Montana Investment Trust v TEB Group Management Pty Ltd [2026] NSWSC 152, decided on 2 March 2026, Justice Sirtes ordered TEB Group Management Pty Ltd to pay the Montana Investment Trust $2.75m and its sole director, David Cosmo Schuh, to repay $1.1m in outstanding loans. The court entered both judgments without trial after neither defendant appeared.
The dispute centred on the sale of 70 fully-paid ordinary shares in Clearwater Portfolio Management Pty Ltd. Big Sky Capital Pty Ltd, acting as trustee for the Montana Investment Trust, transferred the shares to TEB Group under a Share Sale Deed dated 2 August 2024. The total consideration under the deed was $8.75m. TEB paid $6m on 19 September 2024 then made no further payment.
The allocation of that $6m payment became the commercial crux of the dispute. Big Sky originally claimed TEB alone owed $3.85 million, on the basis that the $6m payment was to be allocated first to Schuh's personal loan debt, with the balance credited against TEB's liability under the Share Sale Deed. TEB disputed this, arguing its payment was made solely in satisfaction of its own liability and bore no relation to Schuh's loans.
That dispute over allocation forced Big Sky to join Schuh as a second defendant in July 2025. Big Sky had advanced Schuh $1m on or about 11 July 2024, and a further $100,000 in late July 2024, under an oral loan agreement. Schuh repaid neither sum.
TEB also filed a cross-claim raising breach of warranty and other claims, complex enough that the court allocated three hearing days. But when the matter came before Justice Sirtes on 2 March 2026, neither TEB nor Schuh appeared. The night before the hearing, Schuh emailed the court informing it that "TEB does not wish to burden [Mr Hudson] with the possibility of having to further represent it in these proceeds [sic]," attaching a document styled a "Notice of Removal of Solicitor." On the morning of the hearing, TEB's solicitor Mr Peter Hudson attended and sought leave to file a notice of motion to withdraw from the proceedings. The court granted that leave, leaving TEB unrepresented. Schuh, the company's sole director, did not appear himself.
Justice Sirtes entered judgment on the debt claims and struck out the unprosecuted cross-claim.
In a subsequent costs judgment, Big Sky Capital Pty Ltd atf the Montana Investment Trust v TEB Group Management Pty Ltd (Costs) [2026] NSWSC 216, decided on 16 March 2026, Justice Sirtes ordered TEB to pay Big Sky's legal costs on an indemnity basis, fixed at a gross sum of $373,298. TEB's conduct drove that finding: it filed a complex cross-claim it never prosecuted, failed to comply with discovery orders, and did not appear at the hearing.
Pre-judgment interest of $330,226.23 accrued on TEB's liability and $138,957.57 on Schuh's, in accordance with s 100 of the Civil Procedure Act 2005 (NSW). Schuh's costs liability remained limited to $14,758, covering the costs of service attempts and a substituted service motion on the ordinary basis, as the court found he took no substantively active part in the proceedings.
