ALH Group Property Holdings Pty Ltd v Chief Commissioner of State Revenue (NSW)

The High Court of Australia considered an appeal by ALH Group Property Holdings Pty Ltd (ALH) against the Chief Commissioner of State Revenue (NSW). The dispute concerned the assessment of stamp duty on a Deed of Consent and Assignment executed by ALH, Oakland Glen Pty Ltd (Oakland), and Trust Company Fiduciary Services Limited (Trust). Oakland had initially contracted to sell property to Trust, but ALH later entered into the Deed with Oakland and Trust, assuming Trust's obligations under the original contract. ALH argued that this Deed constituted an agreement for the sale or transfer of dutiable property, which was subsequently cancelled, thereby entitling it to a refund of duty paid under section 50 of the Duties Act 1997 (NSW).

The central legal issues before the High Court were whether the Deed of Consent and Assignment was an "agreement for the sale or transfer of dutiable property" as defined by section 8(1)(b)(i) of the Duties Act, and consequently, whether its subsequent cancellation engaged section 50 of the Act, mandating a refund of duty. The Court of Appeal had previously held that the Deed was not such an agreement, characterising it as a "hybrid tripartite contract" that did not create a new direct obligation on Oakland to transfer the land to ALH, and that the original 2003 contract was not rescinded.

The High Court, in allowing the appeal, reasoned that the Deed of Consent and Assignment, when properly construed, did indeed contain the elements necessary for the discharge of the original contract and the substitution of a new agreement between Oakland and ALH. The Court found that a new agreement came into existence upon the execution of the Deed, which was for the sale and transfer of the property on the terms contained within it. As this new agreement was subsequently cancelled by a Deed of Termination, section 50(2) of the Duties Act was engaged, making the Commissioner liable to refund the duty paid. The High Court accordingly set aside the orders of the Court of Appeal and ordered that the appeal to that Court be dismissed, with costs awarded to ALH.