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Angad Trans Pty Ltd v Chiarelli

Angad Trans Pty Ltd v Chiarelli

Case [2025] VSC 420 15 July 2025

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IN THE SUPREME COURT OF VICTORIA

Not Restricted

AT MELBOURNE

COMMON LAW DIVISION

PROPERTY LIST

S ECI 2024 02100

ANGAD TRANS PTY LTD (ACN 633 888 221) as trustee for the ANGAD FAMILY TRUST & ANOR (see attached Schedule)	Plaintiffs
v
ROSANNA CHIARELLI, SONIA DANISTER and DAVID CHIARELLI as administrators of the estate of MARINO CHIARELLI (deceased)	Defendant

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JUDGE:	K Judd J
WHERE HELD:	Melbourne
DATE OF HEARING:	6 May 2025
DATE OF JUDGMENT:	15 July 2025
CASE MAY BE CITED AS:	Angad Trans Pty Ltd v Chiarelli
MEDIUM NEUTRAL CITATION:	[2025] VSC 420

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CONTRACT – Application for summary judgment – Appeal from associate judge – Whether completion of contract contingent on rezoning and subdivision being obtained prior to settlement.

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APPEARANCES:	Counsel	Solicitors
For the Plaintiffs	J McKay	Banga Legal
For the Defendant	T Sowden	Conlan Cummings Lawyers

HER HONOUR:

Overview

This is an appeal from orders made by the Court constituted by an associate judge on 10 October 2024, summarily dismissing the plaintiffs’ claim against Marino Chiarelli (deceased) (the vendor) and granting summary judgment for the vendor on the counterclaim.[1]
[1]By order made on 6 May 2025, the administrators of the Estate of Marino Chiarelli were added to the proceeding as defendants and plaintiffs by counterclaim in substitution for Marino Chiarelli.

The proceeding relates to a dispute in respect of a contract for the sale of land in Epping for $9.5 million. The land is said to be worth only $5 million without rezoning from a Farming Zone to a Comprehensive Development Zone or Urban Growth Zone.

The contract of sale was entered into between the vendor and the first plaintiff, as purchaser, on 22 April 2022. The first plaintiff paid two deposits of $475,000 each. On 18 July 2023, the first plaintiff nominated the second plaintiff as substituted purchaser under the terms of the contract. The settlement date was 16 months from the date of signing of the contract.

The contract of sale contained a special condition providing as follows:

Special condition 4 – Access
The vendor will provide reasonable access to the property as mutually agreed to surveyors and town planners for the purpose of rezoning and subdivision approval prior to settlement and will provide assistance in signing all paperwork required for the council and planning authority.

On 30 July 2023, the second plaintiff issued proceedings against the vendor seeking orders extending the settlement date and an injunction restraining the vendor from enforcing specific performance and completion of the contract until 24 April 2024. The proceeding involved allegations that the vendor had breached special condition 4 by not granting access to the land and, in particular, not permitting soil testing to be undertaken on the land for the purpose of the zoning and subdivision applications.

The parties engaged in mediation, with terms of settlement (signed by both plaintiffs and the vendor) containing the following terms:

1.The contract is to be amended as follows:
a.Special Conditions 1, 2, 3 and 5 are to be…

Grounds of appeal

[14] The appellant contends that the primary judge erred in finding that the respondent had discharged the onus of establishing the matters required under the relevant provision.

[15] It was submitted that his Honour failed to give adequate weight to the evidence of the second witness, and that the findings of fact were not reasonably open on the material before the Court.

[16] The respondent, for its part, submits that no error is disclosed, and that the conclusions reached were well within the range of outcomes available to the primary judge.

Consideration

[17] It is convenient to deal first with the question of construction, as the resolution of that issue informs the remaining grounds advanced by the appellant.

[18] For the reasons that follow, we are of the view that the appeal should be allowed in part and the matter remitted for further determination.

Continue reading Angad Trans Pty Ltd v Chiarelli

Details

AGLC: Angad Trans Pty Ltd v Chiarelli [2025] VSC 420
Case: [2025] VSC 420
Decision Date: 15 July 2025

CaseChat Overview and Summary

Angad Trans Pty Ltd applied for summary judgment against Chiarelli for breach of contract. The contract for the sale of a property was contingent on the purchaser obtaining rezoning and subdivision approval prior to settlement. The associate judge dismissed the application, finding that the contract did not expressly require rezoning and subdivision approval before settlement, and the purchaser had not waived the contingency. Angad Trans appealed the associate judge’s decision. The primary issue was whether the contract was conditional on obtaining rezoning and subdivision approval before settlement. The appeal hinged on the interpretation of the contract terms, specifically whether the contingency clause was a condition precedent to settlement or merely a condition subsequent.

The court held that the contract did not require rezoning and subdivision approval before settlement, and the purchaser had not waived the contingency. The contract stated that the purchaser would obtain rezoning and subdivision approval, but this was not expressed as a condition precedent. The court found that the purchaser had not taken any action that would suggest they had waived the contingency. The court held that the contract did not expressly require rezoning and subdivision approval before settlement and the purchaser had not waived the contingency.

The appeal was dismissed. The court found that the associate judge’s interpretation of the contract was correct, and there was no error in their decision. The court held that the contract did not require rezoning and subdivision approval before settlement, and the purchaser had not waived the contingency. The associate judge’s decision was affirmed. No orders were made as the appeal was dismissed.

Orders