Al Maha Pty Limited v Coplin

In the case of Al Maha Pty Limited v Coplin, the dispute centred on whether a call option was validly exercised when notice of the exercise was given to a conveyancer who was no longer retained by the grantor at the time the option was purportedly exercised. The case was heard in the Supreme Court of Queensland. The plaintiff, Al Maha, sought specific performance of a contract for the sale of property, arguing that the defendant, Coplin, had validly exercised a call option to purchase the property. The defendant contended that the option was not validly exercised as the notice of exercise was given to a conveyancer who was no longer retained by the grantor.

The primary legal issue for the court was to determine whether the option was validly exercised by giving notice to a conveyancer who was no longer retained by the grantor at the time of the purported exercise. A secondary issue was whether the court could order that legal costs owing by the vendor be set off against the purchase price. The court had to interpret the terms of the option, considering the authority of the conveyancer at the time of the notice of exercise and the principles of equity in relation to specific performance and set off.

The court held that the option was validly exercised by giving notice to the conveyancer, as the conveyancer had the authority to accept the notice on behalf of the grantor. The court found that the conveyancer's authority was not dependent on their continued retention by the grantor at the time of the notice of exercise. The court also held that it had the discretion to order that legal costs owing by the vendor be set off against the purchase price, as this was an appropriate exercise of equitable jurisdiction to achieve a just outcome. The court ordered specific performance of the contract, with the purchase price adjusted to include the legal costs owing by the vendor.

The final orders of the court were that the defendant exercise the call option to purchase the property, with the purchase price to include the legal costs owing by the vendor. The court's decision provides guidance on the validity of the exercise of call options and the court's power to order set off of legal costs in specific performance cases.