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Dreamland Development Pty Ltd v Navadiya Group Pty Ltd

Dreamland Development Pty Ltd v Navadiya Group Pty Ltd

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Case Copied 20 June 2025 68 min read

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IN THE SUPREME COURT OF VICTORIA

Not Restricted

AT MELBOURNE

COMMERCIAL COURT

COMMERCIAL LIST

S CI 2023 00178

DREAMLAND DEVELOPMENT PTY LTD (ACN 168 718 303) AS TRUSTEE FOR THE TARNEIT PROPERTY TRUST	Plaintiff
v
NAVADIYA GROUP PTY LTD (ACN 628 460 131) AS TRUSTEE FOR THE NAVADIYA FAMILY TRUST & ANOR (according to the Schedule)	Defendants

NAVADIYA GROUP PTY LTD (ACN 628 460 131) AS TRUSTEE FOR THE NAVADIYA FAMILY TRUST	Plaintiff by Counterclaim
v
DREAMLAND DEVELOPMENT PTY LTD (ACN 168 718 303) AS TRUSTEE FOR THE TARNEIT PROPERTY TRUST & ANOR (according to the Schedule)	Defendants by Counterclaim

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JUDGE:	Cosgrave J
WHERE HELD:	Melbourne
DATES OF HEARING:	14, 15, 16, 17 and 29 October 2024
DATE OF JUDGMENT:	20 June 2025
CASE MAY BE CITED AS:	Dreamland Development Pty Ltd v Navadiya Group Pty Ltd
MEDIUM NEUTRAL CITATION:	[2025] VSC 365

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PRACTICE AND PROCEDURE — Departure from pleadings — Exercise of discretion — Declined to consider submissions introducing new causes of action that were not pleaded.

CONTRACTS — Contractual construction — Application of general principles.

CONTRACTS — Loan agreement — Options — Whether call option validly exercised — Attempts to vary the terms of the option — Purported exercise not absolute and unqualified — Option not validly exercised.

CONTRACTS — Loan agreement — Whether approval for temporary road access granted in accordance with loan agreement — Scope of approval required — Permit required to create or alter access to road — Victorian Planning Provisions cl 25.29 — Peninsula Blue Developments Pty Ltd v Frankston City Council [2015] VCAT 571 — Permit not applied for or obtained — Approval not granted.

CONTRACTS — Loan agreement — Best endeavours clause — Meaning of “best endeavours” — Plaintiff’s actions failed to satisfy the threshold level of conduct prescribed by the clause.

PROPERTY — Mortgages — Whether notices of default validly issued — Whether mortgagor entitled to take possession of and sell mortgaged land— Transfer of Land Act 1958 (Vic) ss 76, 77(1), 78(1).

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APPEARANCES:	Counsel	Solicitors
For the Plaintiff	Mr F Lim, solicitor appearing	Francis Lim Barristers & Solicitors
For the Defendants	Mr C Truong KC with Mr S Cromb	Capstone Koroneos Legal

HIS HONOUR:

Introduction

This proceeding concerns a dispute over the interpretation of a Deed of Loan (“the Deed”) which granted the lender, Navadiya Group Pty Ltd (“Navadiya Group”) a call option to purchase 615 Derrimut Rd, Tarneit, Victoria (“Property”) from the borrower, Dreamland Development Pty Ltd (“Dreamland”). Broadly, the Court must determine (a) whether Navadiya Group validly exercised its call option under the Deed, and (b) whether Dreamland defaulted upon its obligations under the Deed.

Dreamland seeks a declaration that Navadiya Group validly exercised its call option under the Deed and is obliged to purchase the Property, together with some ancillary relief.

The defendants, by their counterclaim, seek to recover the amount owing under the loan plus interest and costs. They also seek an order for the…

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: [2025] VSC 365
Decision Date: 20 June 2025

CaseChat Overview and Summary

Dreamland Development Pty Ltd, the plaintiff, brought an action against Navadiya Group Pty Ltd, the defendant, seeking a declaration that a loan agreement was void, along with an account of profits, and other relief. The dispute arose out of a loan agreement between the parties, which contained various terms, including options for the purchase of land and a best endeavours clause. The defendant also sought to have a temporary road access arrangement approved under the loan agreement. The case was heard in the Supreme Court of Victoria.

The central legal issues in the case were whether the defendant had validly exercised an option to purchase land under the loan agreement, whether the plaintiff had complied with the best endeavours clause, and whether the defendant had obtained the necessary approval for temporary road access. The court had to consider the contractual terms, the actions of the parties, and the relevant statutory provisions.

The court found that the defendant had not validly exercised the option to purchase land because the exercise was not absolute and unqualified. The court also found that the plaintiff had not complied with the best endeavours clause, as its actions fell short of the threshold level of conduct prescribed by the clause. In addition, the court found that the defendant had not obtained the necessary approval for temporary road access because it had failed to apply for and obtain the required permit. Consequently, the court declined to consider the defendant’s submissions introducing new causes of action that were not pleaded.

The court ordered that the loan agreement was not void, but that the defendant had failed to validly exercise the option to purchase land, and that the plaintiff was not required to comply with the best endeavours clause. The court also ordered that the defendant had not obtained the necessary approval for temporary road access, and that the plaintiff was entitled to take possession of and sell the mortgaged land. The court declined to make any orders in relation to the new causes of action that were not pleaded.

Orders