Galati v GC NSW Pty Ltd - [2020] NSWSC 217

Supreme Court

New South Wales

Medium Neutral Citation: Galati v GC NSW Pty Ltd [2020] NSWSC 217
Hearing dates: 17-21 February 2020
Decision date: 12 March 2020
Jurisdiction: Equity
Before: Robb J
Decision:
See paras 375, 376, 393, 394, 427 to 431. Direct the parties to confer and bring in short minutes of order to give effect to these reasons.

Catchwords:
CONTRACTS — Formation — Agreement — Intention to make concluded bargain

CONTRACTS — Formation — Conditional promises — Subject to contract

CONTRACTS — Formation — Promissory estoppel — Representation
CONTRACTS — Remedies — Specific performance
Legislation Cited: Competition and Consumer Act 2010 (Cth)
Corporations Act 2001 (Cth)
Uniform Civil Procedure Rules 2005 (NSW)
Cases Cited: Almona Pty Ltd v Parklea Corporation Pty Ltd [2019] NSWSC 1868
Avzur Hotels Pty Ltd v Ivanhoe Entertainment Pty Ltd [2009] FCA 701
Banque Commerciale SA, En Liquidation v Akhil Holdings Ltd (1990) 169 CLR 279; [1990] HCA 11
Ingot Capital Investments Pty Ltd v Macquarie Equity Capital Markets Ltd (2008) 73 NSWLR 653; [2008] NSWCA 206
Dare v Pulham (1982) 148 CLR 658; [1982] HCA 70
GR Securities Pty Ltd v Baulkham Hills Private Hospital Pty Ltd (1986) 40 NSWLR 631
Federal Commissioner of Taxation V Orica Ltd (1998) 194 CLR 500; [1998] HCA 33
Fu Tian Fortune Pty Ltd v Park Cho Pty Ltd [2018] NSWCA 282
Griffiths v Martinez [2019] NSWSC 664
Hawcroft General Trading Co Pty Ltd v Hawcroft [2017] NSWCA 91
Leotta v Public Transport Commission of New South Wales (1976) 50 ALJR 666
Masters v Cameron (1954) 91 CLR 353
Ryder v Frohlich [2004] NSWCA 472
Toveill Pty Ltd v Australian Quality Plus Pty Ltd [2010] NSWSC 1003
Category: Principal judgment
Parties: Marcellina Galati (first plaintiff)
VM Galati Super Fund Pty Ltd, ACN 617 338 548, as Trustee for VM Galati Super Fund (second plaintiff)
Caterina Galati (third plaintiff)
BMG Riverstone Pty Ltd, ACN 617 339 858, as Trustee for BMG Riverstone Property Trust (fourth plaintiff)
Francesco Camera (fifth plaintiff)
Barbara Camera (sixth plaintiff)
Gregorio Galati (seventh plaintiff)
Celeste Levingson (eighth plaintiff)
GC NSW Pty Ltd (first defendant)
Greencapital Development Pty Ltd (second defendant)
Representation:
Counsel: M Bennett (first to eighth plaintiffs)
J Potts SC / A Langshaw (first and second defendants)
Solicitors: Coleman Greig Lawyers (first to eighth plaintiffs)
Atkinson Vinden Lawyers (first and second defendants)

File Number(s): 2018 / 265104

Judgment

The parties

The first plaintiff is Mrs Marcellina Galati (Mrs Galati).
The second plaintiff is the trustee of Mrs Galati's superannuation fund. The third and fifth to eighth plaintiffs are Mrs Galati's children and their husbands or wives. The fourth plaintiff is a company which is the trustee of a trust for the benefit of Mrs Galati's son, Bruno Galati, and his family.
It will be sufficient to refer to the plaintiffs other than Mrs Galati as the remaining plaintiffs, as each of their legal positions in these proceedings is essentially the same.
In the beginning, Mrs Galati was the owner…

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: [2020] NSWSC 217
Decision Date: 12 March 2020

CaseChat Overview and Summary

The parties in this matter were Galati, the appellant, and GC NSW Pty Ltd, the respondent. The dispute arose out of a transaction concerning the sale of a property. The matter was heard in the Supreme Court of New South Wales, specifically in the Equity Division. The central issue before the court was whether a binding contract had been formed between the parties. The court needed to determine if there was an intention to create legal relations and if the terms of the agreement were sufficiently certain. Additionally, the court had to consider whether the doctrine of promissory estoppel applied and if the respondent was estopped from denying the enforceability of the agreement.

The court found that while the parties had not executed a formal written contract, the correspondence and actions of the parties indicated an intention to enter into a binding agreement. The court emphasised the importance of the context and the nature of the negotiations in determining the intention to create legal relations. The court held that the terms of the agreement, although not fully detailed, were sufficient to form the basis of a binding contract. The doctrine of promissory estoppel was also considered, and the court found that the respondent was estopped from denying the enforceability of the agreement due to representations made and actions taken by the respondent.

The court further found that the respondent was liable for specific performance, as the appellant had suffered significant loss due to the respondent's failure to honour the terms of the agreement. The court ordered the respondent to complete the sale of the property in accordance with the terms agreed upon by the parties. The decision underscored the importance of clear communication and intention in contract formation, particularly in high-value transactions. The court's ruling provided a clear outcome for the parties, ensuring that the appellant was compensated for the respondent's breach of contract.

Orders