Al Maha Pty Ltd v Coplin

Al Maha Pty Ltd (the developer) and Coplin (the owner) were parties to an option agreement concerning a residential property. The owner sought to have the agreement declared unjust and void under the Contracts Review Act 1980 (NSW). The dispute arose from the owner's belief that the agreement allowed him to require the sale of the property within 18 months, whereas the agreement stipulated a six-week period after the 18-month option period expired. The owner also anticipated a delay before exchange that would allow him to obtain legal advice, and had negotiated amendments to the price and non-price terms of the agreement with the assistance of his conveyancer. The case was heard in the Court of Appeal of New South Wales.

The Court of Appeal was required to determine whether the option agreement was unjust within the meaning of the Contracts Review Act 1980 (NSW). This involved considering whether the terms of the agreement, including the timing for requiring a sale, were unfair, and whether the circumstances surrounding its formation and execution contributed to any injustice. The court also had to consider whether, if the contract was found to be unjust, it should be declared void ab initio.

The Court of Appeal allowed the appeal, finding that the option agreement was not unjust. The court reasoned that the owner had the benefit of legal advice from his conveyancer during the negotiation of amendments to the agreement, and that the terms of the agreement, including the option period and the subsequent period for requiring sale, were clear. The court concluded that the owner's misunderstanding of the timing provisions did not render the contract unjust, particularly given the opportunity he had to seek independent legal advice.

Consequently, the Court of Appeal set aside the declarations and orders made by the lower court, dismissing the owner's Statement of Claim with costs. The court also ordered the owner to pay the costs of both the developer and the second respondent for the appeal.