Babstock Pty Ltd v Laurel Star Pty Ltd - [2022] QCA 63

SUPREME COURT OF QUEENSLAND

CITATION:

Babstock Pty Ltd & Anor v Laurel Star Pty Ltd & Anor [2022] QCA 63

PARTIES:

BABSTOCK PTY LTD
ACN 010 443 124
AS TRUSTEE FOR THE KENMAN REAL
ESTATE UNIT TRUST
(first appellant)
WAG PROPERTY MANAGEMENT PTY LTD
ACN 136 174 242
AS TRUSTEE FOR THE WAG UNIT TRUST
(second appellant)
v
LAUREL STAR PTY LTD
ACN 624 444 862
AS TRUSTEE FOR THE ALAN AND DOROTHY MARBURG FAMILY TRUST
(first respondent)
DOROTHY ANN MARBURG
(second respondent)

FILE NO/S:

Appeal No 106 of 2021
DC No 2326 of 2018

DIVISION:

Court of Appeal

PROCEEDING:

General Civil Appeal

ORIGINATING COURT:

District Court at Brisbane – [2020] QDC 305 (Barlow QC DCJ)

DELIVERED ON:

29 April 2022

DELIVERED AT:

Brisbane

HEARING DATE:

6 May 2021

JUDGES:

Fraser and Bond JJA and Wilson J

ORDERS:

1.   Allow the appeal.

2.   Set aside the orders made in the District Court on 3 December 2020 and order instead:

a.   Judgment for the first plaintiff against the defendants in the sum of $250.00.

b.   The defendants pay or cause to be paid to the first plaintiff the sum of $250.00, comprising the balance of the deposit under the Business Contract.

3.   Set aside the order made in the District Court on 19 January 2021.

4.   Remit the proceedings to the District Court for the determination in accordance with law of the remaining issues in the proceeding.

5.   The respondents are to pay the appellants’ costs of the appeal.

6.   The costs of the proceedings in the District Court are to be costs in the proceedings upon the remitter.

CATCHWORDS:

CONTRACTS – GENERAL CONTRACTUAL PRINCIPLES – DISCHARGE, BREACH AND DEFENCES TO ACTION FOR BREACH – REPUDIATION AND NON-PERFORMANCE – REPUDIATION – ANTICIPATORY BREACH – where by a Business Contract dated 1 December 2017, the first appellant (“the Seller”) agreed to sell its letting business, excluding its appointments by property owners as rental agent and its business name, to the first respondent (“the Buyer”) – where by a Rent Roll Contract of the same date the Seller agreed to sell its appointments by property owners as rental agent, then of 148 rental properties, to the Buyer – where on 10 May 2018, the Buyer’s solicitors sent to the Seller’s solicitors a letter by which the Buyer purported to rescind both contracts for misrepresentation, misleading and deceptive conduct and unconscionable conduct or alternatively, by that letter the Buyer purported to terminate the Rent Roll Contract for breach of contract and it purported to terminate the Business Contract for breach of contract or pursuant to a special condition of that contract – where the Seller contended that the Buyer’s letter of 10 May 2018 amounted to a wrongful repudiation of the contracts – where on 18 May 2018, the Seller purported to terminate the contracts for what the Seller contended was an ongoing wrongful repudiation by the Buyer – where the Seller has appealed pursuant to s 118(2) of the District Court of Queensland…

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.

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Details

Case: [2022] QCA 63
Decision Date: 29 April 2022

CaseChat Overview and Summary

Babstock Pty Ltd (the Seller) initiated legal proceedings against Laurel Star Pty Ltd (the Buyer) in the District Court of Queensland, seeking a declaration of the contracts’ continued existence and their enforcement, as well as damages. The Seller alleged that the Buyer wrongfully repudiated the contracts, leading to the Seller's termination of the contracts in response. The Buyer, on the other hand, argued that the Seller had repudiated the contracts first, justifying their termination and rescission. The Buyer claimed that the Seller had breached the contracts by failing to deliver the rental properties as per the agreements.

The primary legal issue before the court was whether the primary judge had erred in deciding that the Buyer had validly terminated the Rent Roll Contract due to the alleged repudiation by the Seller. The Seller argued that the Buyer's letter of 10 May 2018 constituted a wrongful repudiation of the contracts, thereby justifying the Seller's termination of the contracts on 18 May 2018. The court needed to determine if the Buyer's actions constituted a valid repudiation that would justify termination of the contracts or if the Seller's response was appropriate.

The court found that the Buyer had not validly terminated the Rent Roll Contract for the alleged repudiation of the Seller. The court concluded that the Buyer's letter of 10 May 2018 did not constitute a repudiation of the contracts, and thus, the Buyer's termination of the contracts was wrongful. The court also found that the Seller's termination of the contracts in response to the Buyer's wrongful repudiation was justified. As a result, the court allowed the appeal, set aside the orders made in the District Court, and ordered judgment for the Seller against the Buyer for the balance of the deposit under the Business Contract. The court also remitted the proceedings to the District Court for the determination of the remaining issues in the proceeding.

Orders

Orders of the court

1. Allow the appeal.

2. Set aside the orders made in the District Court on 3 December 2020 and order instead:

a. Judgment for the first plaintiff against the defendants in the sum of $250.00.

b. The defendants pay or cause to be paid to the first plaintiff the sum of $250.00, comprising the balance of the deposit under the Business Contract.

3. Set aside the order made in the District Court on 19 January 2021.

4. Remit the proceedings to the District Court for the determination in accordance with law of the remaining issues in the proceeding.

5. The respondents are to pay the appellants’ costs of the appeal.

6. The costs of the proceedings in the District Court are to be costs in the proceedings upon the remitter.

Background

Background to the litigation

Full text does not contain this section.

Evidence

Evidence Before The Court

Full text does not contain this section.

Decision

Reasons for decision

Full text does not contain this section.

Ratio Decidendi

Legal Principle Established

Full text does not contain this section.

CITATION:	Babstock Pty Ltd & Anor v Laurel Star Pty Ltd & Anor [2022] QCA 63
PARTIES:	BABSTOCK PTY LTD ACN 010 443 124 AS TRUSTEE FOR THE KENMAN REAL ESTATE UNIT TRUST (first appellant) WAG PROPERTY MANAGEMENT PTY LTD ACN 136 174 242 AS TRUSTEE FOR THE WAG UNIT TRUST (second appellant) v LAUREL STAR PTY LTD ACN 624 444 862 AS TRUSTEE FOR THE ALAN AND DOROTHY MARBURG FAMILY TRUST (first respondent) DOROTHY ANN MARBURG (second respondent)
FILE NO/S:	Appeal No 106 of 2021 DC No 2326 of 2018
DIVISION:	Court of Appeal
PROCEEDING:	General Civil Appeal
ORIGINATING COURT:	District Court at Brisbane – [2020] QDC 305 (Barlow QC DCJ)
DELIVERED ON:	29 April 2022
DELIVERED AT:	Brisbane
HEARING DATE:	6 May 2021
JUDGES:	Fraser and Bond JJA and Wilson J
ORDERS:	1. Allow the appeal. 2. Set aside the orders made in the District Court on 3 December 2020 and order instead: a. Judgment for the first plaintiff against the defendants in the sum of $250.00. b. The defendants pay or cause to be paid to the first plaintiff the sum of $250.00, comprising the balance of the deposit under the Business Contract. 3. Set aside the order made in the District Court on 19 January 2021. 4. Remit the proceedings to the District Court for the determination in accordance with law of the remaining issues in the proceeding. 5. The respondents are to pay the appellants’ costs of the appeal. 6. The costs of the proceedings in the District Court are to be costs in the proceedings upon the remitter.
CATCHWORDS:	CONTRACTS – GENERAL CONTRACTUAL PRINCIPLES – DISCHARGE, BREACH AND DEFENCES TO ACTION FOR BREACH – REPUDIATION AND NON-PERFORMANCE – REPUDIATION – ANTICIPATORY BREACH – where by a Business Contract dated 1 December 2017, the first appellant (“the Seller”) agreed to sell its letting business, excluding its appointments by property owners as rental agent and its business name, to the first respondent (“the Buyer”) – where by a Rent Roll Contract of the same date the Seller agreed to sell its appointments by property owners as rental agent, then of 148 rental properties, to the Buyer – where on 10 May 2018, the Buyer’s solicitors sent to the Seller’s solicitors a letter by which the Buyer purported to rescind both contracts for misrepresentation, misleading and deceptive conduct and unconscionable conduct or alternatively, by that letter the Buyer purported to terminate the Rent Roll Contract for breach of contract and it purported to terminate the Business Contract for breach of contract or pursuant to a special condition of that contract – where the Seller contended that the Buyer’s letter of 10 May 2018 amounted to a wrongful repudiation of the contracts – where on 18 May 2018, the Seller purported to terminate the contracts for what the Seller contended was an ongoing wrongful repudiation by the Buyer – where the Seller has appealed pursuant to s 118(2) of the District Court of Queensland…