Comlin Holdings Pty Ltd v Metlej Developments Pty Ltd - [2018] NSWSC 761

Supreme Court

New South Wales

Summary available

Medium Neutral Citation: Comlin Holdings Pty Ltd v Metlej Developments Pty Ltd [2018] NSWSC 761
Hearing dates: 13, 14, 15, 21 November 2017; supplementary written submissions (last submissions received 30 November 2017)
Date of orders: 28 May 2018
Decision date: 28 May 2018
Jurisdiction: Equity
Before: Parker J
Decision:
Plaintiff’s claim dismissed

Catchwords: Partnership – rights and duties of partners inter se – Partnership Act 1892 (NSW) s 28 – obligation to account annually for partnership income
Estoppel — estoppel by representation — equitable fraud – alleged agreement by plaintiff to allow the defendants to purchase certain land for redevelopment – alleged representation that the plaintiff would share in the profits of that development – equitable relief only available where no adequate remedy at law – remedies available in the law of partnership – no available claim based on estoppel or equitable fraud
Land law – conveyancing – requirements of writing – contracts for the sale or other disposition of land or any interest in land – Conveyancing Act 1919 (NSW) s 54A – alleged agreement between successful bidder at auction with other parties to develop land – writing ordinarily required
Land law – conveyancing – requirements of writing – exceptions – fraud on the Statute – no requirement of writing where detriment may be shown – loss of opportunity by being ready, able and willing to complete constitutes detriment – writing not required
Limitation of actions – general – statute of limitations – claim against partners for share of alleged partnership property and profits of alleged partnership business – Limitations Act 1969 (NSW) s 15 – time runs from termination of the partnership business – alleged agreement to purchase and develop property – claim barred
Limitation of actions – general – statute of limitations – claim for constructive trust relief based on alleged agreement to purchase and develop property with plaintiff to receive one-fifth share – Limitations Act 1969 (NSW) s 47 – time runs from the first act inconsistent with the alleged trust – claim not barred by statute
Limitation of actions – equity – laches – concurrent questions with applicable statutory limitation periods – prejudice suffered by the defendant as a result of the passage of time – loss of evidence – death of a key witness – inordinate delay – speculative venture – difficulty of redoing the accounts of the partnership as a whole – defence established
Contract – abandonment – alleged agreement to purchase property and develop it in partnership – no financial participation by plaintiff for more than a decade – alleged agreement abandoned
Partnership – general – what constitutes partnership – agreement – alleged agreement to purchase and develop property in partnership – no partnership established on the evidence
Legislation Cited: Conveyancing Act 1919 (NSW), ss 23C, 54A
Income Tax Assessment Act 1936, ss 91, 92
Law of Property Act 1925 (UK), s 40
Limitation Act 1939 (UK), s 19
Limitation Act 1969 (NSW), ss 11(1),…

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: [2018] NSWSC 761
Decision Date: 28 May 2018

CaseChat Overview and Summary

Comlin Holdings Pty Ltd sued Metlej Developments Pty Ltd, seeking a share of the profits from the purchase and redevelopment of certain land. The dispute was heard in the Supreme Court of New South Wales. The plaintiff claimed that an agreement existed for a partnership to purchase and develop the land, entitling it to one-fifth of the profits. The defendants argued that no partnership was formed and that any claim was time-barred.

The court needed to determine whether a partnership existed, whether there was an agreement to share the profits, and if the claims were barred by the statute of limitations. It also had to consider whether the plaintiff could claim equitable relief in lieu of a legal remedy. The court found that no partnership had been established as the plaintiff had not contributed financially to the venture for over a decade, thus abandoning any agreement. Additionally, any claim for a share of the profits was barred by the statute of limitations, which began to run from the termination of the alleged partnership. The court also ruled that the plaintiff could not claim equitable relief since there were adequate legal remedies available.

The court dismissed the plaintiff's claims, finding that the alleged partnership did not exist and that any claims for a share of the profits were time-barred. The court further held that equitable relief was not available as the plaintiff could pursue legal remedies under the law of partnership.

Orders