The New South Wales Court of Appeal has ordered the former partners in a finance business, whose assets include lender Mortgage House, to go back to the negotiating table and resolve disagreements about the break-up of the business that have been going on since 2004.In a ruling handed down last week, the Court of Appeal overturned a decision of the NSW Supreme Court last year in the case involving Zoltan Tomanovic and Ken Sayer, the majority shareholder of Global Mortgage Equity Corp. Tomanovic had brought a case against GMEC in a bid to resolve the long-running dispute over the terms of the break-up. Tomanovic claims that Sayer has acted oppressively. The trial court found that Sayer had acted in good faith in negotiating the separation. However, the appeal court overturned this ruling, finding that had Sayer acted in a way that was commercially unfair.The appeal court has set out a list of orders that would be appropriate to settle the matter. It has given the parties 21 days to come back with an agreement as to which orders would be appropriate.Tomanovic and Sayer got together in 1999 to operate what the court described as a loose partnership arrangement of companies and trusts. These included Mortgage House, a wholesale lending business, a financial planning business and property investments.Macquarie Group took a 10 per cent share of GMEC in 2004, at which time Tomanovic resigned as a director (this was a condition of Macquarie taking equity in the business). Tomanovic and Sayer agreed to dissolve their partnership but by 2008 had still not agreed on the basis of their separation. In anticipation of agreement being reached, "the Sayer interests" made payments of $1.3 million to "the Tomanovic interests".  This payment was to go towards an eventual buyout sum of $6 million. The parties first went to court in 2008, after Sayer demanded repayment of this money.Tomanovic has argued that he had a legitimate expectation that he would either to be bought out, along the lines of a 2007 Heads of Agreement, or would be reinstated to the management of the group companies. It was "oppressive" to deny that expectation, he says.The trial judge found that Sayer generally acted in good faith in negotiations concerning the terms of the buyout. That finding was not challenged by the appeal court. However, the appeal court ruled: "Even action that is carried out in good faith can sometimes constitute, or be part of, conduct that amounts to oppression… Mr Sayer acted in a manner that was commercially unfair."The orders the appeal court has told the parties to consider include various formulas for pricing the purchase of Tomanovic's share by Sayer or one of his group companies.