CH Real Estate Pty Ltd v Jainran Pty Ltd

This case concerned appeals arising from a dispute concerning the sale of commercial property. The primary dispute involved CH Real Estate Pty Ltd, the vendor, and Jainran Pty Ltd, the purchaser, regarding the sale of land. A secondary dispute involved CH Real Estate and a director of the vendor company, Mr Sgro, and another company, Boyana, concerning commission and alleged misleading conduct. The appeals were heard in the Court of Appeal of New South Wales.

The court was required to determine several legal issues. These included whether the purchaser was entitled to rescind the contract for sale due to alleged misrepresentations and whether an adverse affectation on the land was sufficiently disclosed. The court also considered whether the purchaser was aware of such affectation and the consequences of a false answer to a requisition. Furthermore, the court examined the entitlement of an estate agent to commission in the absence of a signed contract at trial and where the sale had not completed. Finally, the court considered issues of tortious duty of care, particularly whether a vendor owed an estate agent a duty regarding information for a sale brochure, and whether the estate agent engaged in misleading or deceptive conduct under the *Trade Practices Act 1974* (Cth), and if so, whether they were entitled to indemnity from their client.

The court's reasoning addressed the various claims and cross-claims. It was held that the purchaser was not entitled to rescind the contract, finding that the adverse affectation was sufficiently disclosed and that the purchaser was aware of it. The court also found that the estate agent was entitled to commission, despite the sale not completing, as the absence of a signed contract at trial was not determinative. Regarding the misleading conduct claims, the court found that the estate agent was not merely a conduit but was liable as a principal for representations made in the sale brochure. However, the court also found that the estate agent was entitled to indemnity from its client for a portion of the liability. The court also considered the liability of the sole director of the corporate client as an accessory.

The court made specific orders in relation to the appeals. In the appeal involving Boyana and Mr Sgro against Jainran and CH Real Estate, the appeal was allowed in part, with certain interlocutory orders set aside and replaced with an order for Boyana and Mr Sgro to pay 50% of CH Real Estate's costs of its cross-claim. The appeal was otherwise dismissed, with the appellants ordered to pay Jainran's costs and two-thirds of CH Real Estate's costs of the appeal. In the separate appeal by CH Real Estate against Jainran, the appeal was dismissed, and CH Real Estate was ordered to pay Jainran's costs.