• Engagement letter: the Valuer’s engagement letter (signed by PWL’s two directors, one of which was also the sole director of the defendant PEL) instructed the Valuer to determine the “fair value” of the Trust’s shares in PWL. Relevantly, the engagement letter expressly drew the distinction between “fair value” and “fair market value”. • Valuation Report: the Valuation Report made clear (for example, in recording the Valuer’s mandate, and setting out the Valuer’s basis of valuation) that the Valuer was valuing the “fair value” of the Trust’s shares. These findings highlight the importance of an appointed expert, in accordance with the parties’ contractual terms, documenting and discharging his or her mandate accurately. Was the valuation final and binding on the Trustees and PEL? Yes. Although PEL sought to argue that the valuation was not final and binding because the Valuation Report did not so state, the High Court rightly noted that Clause 11 “specifically provides that the determination of the expert appointed under that clause will be final.”2 Importantly, in rejecting PEL’s challenges to the substantive merits (i.e. correctness) of the Valuation Report, the High Court went on to confirm the general principle that expert determinations are final and binding, with very limited scope for review by the courts. A court cannot intervene to review the substantive merits of an expert’s determination—even if the expert is patently wrong; the only avenue of review is where the expert has exceeded his or her mandate. Citing recent consideration of these issues by the Court of Appeal, the High Court confirmed that: “[32] As noted in the passage cited from Waterfront Properties, the Court may intervene only where an expert has departed from his or her mandate in a material respect and failed to do what the expert was appointed to do. It is insufficient to show that the expert has made a mistake, was negligent or is even patently wrong. The thrust of the evidence presented for PEL, by way of a report from Mr J C Hagen, chartered accountant, is that Ms Millar made a mistake, and that she was wrong in her assessment of fair value. Even if correct, that would be insufficient to avoid the otherwise binding effect, for the purposes of the constitution, of her assessment.”3 In turn, and again providing practical guidance to lawyer-drafters and valuers alike, Matthews J rejected PEL’s arguments that the Valuer had exceeded her mandate. • No deficiency of reasons: PEL’s argument that the Valuer did not provide adequate reasons to support the valuation in her Valuation Report failed. Neither Clause 11 nor the terms of the Valuer’s appointment placed any obligation on the Valuer to provide reasons. Citing authority from the High Court of Australia, the High Court noted of the expert determination process: