DGF Property Holdings Pty Limited v Di Federico; DGF Property Holdings Pty Limited v Butros

The parties to this case were DGF Property Holdings Pty Limited, the vendor, and two purchasers, Di Federico and Butros. The dispute involved the vendor's application for rescission of eight off-the-plan contracts for the sale of property. The application was made under section 66ZL of the Conveyancing Act 1919, seeking orders permitting rescission in the absence of the purchasers' consent. The primary legal issue before the court was whether the vendor had the right to rescind the contracts and, if so, whether it had lost that right by not exercising it earlier. Additionally, the court had to determine whether it should exercise its discretion to permit the vendor to exercise its contractual right to rescind, and whether the vendor had satisfied the court that making such orders would be just and equitable in all the circumstances.

The court examined the contractual terms, the circumstances leading to the application, and the conduct of the parties. It considered whether the vendor's right to rescind arose under the contracts and whether there were any grounds for the vendor's delay in exercising that right. The court also assessed whether the making of orders permitting rescission would be just and equitable, taking into account factors such as the purchasers' conduct, the impact on third parties, and the broader context of the transactions. After a detailed analysis, the court concluded that the vendor had a contractual right to rescind and had not lost this right due to the delay. The court found that making orders permitting rescission would be just and equitable in the circumstances.

The final orders of the court permitted the vendor to rescind the eight off-the-plan contracts in the absence of the purchasers' consent. The court directed that the contracts be treated as rescinded, and outlined the steps to be taken for the return of any payments made by the purchasers and the return of any property. The orders also provided for the resolution of any disputes that might arise from the rescission, including claims for damages. This decision confirmed the vendor's right to seek rescission and highlighted the importance of the discretion exercised by the court in such cases.