Davis Stack Capital Pty Ltd v Raj & Jai (Mudgee) Pty Ltd

The case of Davis Stack Capital Pty Ltd v Raj & Jai (Mudgee) Pty Ltd involved a dispute between the plaintiff, Davis Stack Capital, and the defendant, Raj & Jai (Mudgee). The matter concerned the sale and purchase of a unit, with Davis Stack Capital seeking specific performance of the sale agreement as well as enforcement of a guarantee and indemnity provided by the defendant's parent company. The case was heard in the Supreme Court of New South Wales.

The primary legal issues before the court were whether the buyer should be ordered to specifically perform the unit sale and purchase agreement, and whether the buyer’s parent company should be ordered to specifically perform a guarantee and/or indemnity. Additionally, the court needed to determine the nature of the guarantee, whether it was a "see to it" guarantee or a primary obligation to pay money, and the extent of the indemnity, specifically whether it required the payment of the balance of the purchase price where completion had not occurred.

The court ruled that Davis Stack Capital was entitled to specific performance of the sale agreement. The court found that the guarantee provided by the defendant’s parent company was not a mere "see to it" guarantee but a primary obligation to pay money. Consequently, the parent company was required to pay the balance of the purchase price. The court also held that the indemnity provision was broad enough to require the payment of the outstanding balance of the purchase price where completion had not occurred. The cross-claimants were denied leave to discontinue their claims for declaratory relief, as the claims were deemed hypothetical and not ripe for determination.

The court ordered the defendant to specifically perform the sale and purchase agreement and directed the parent company to pay the balance of the purchase price. The cross-claimants' claims for declaratory relief were dismissed.