Court of Appeal
Supreme Court
New South Wales
Medium Neutral Citation: GC NSW Pty Ltd v Galati [2020] NSWCA 326 Hearing dates: 24 September 2020 Date of orders: 11 December 2020 Decision date: 11 December 2020 Before: Gleeson JA at [1]
White JA at [144]
Emmett AJA at [145]Decision: (1) Appeal allowed.
(2) Set aside the orders made by Robb J on 25 March 2020 and in lieu thereof order:
(a) Judgment for the first plaintiff against the second defendant in the amount of $10,979.41 plus interest pursuant to s 100 of the Civil Procedure Act 2005 (NSW) to the date of judgment of $1,683.70. This judgment to take effect on 25 March 2020;
(b) The proceedings be otherwise dismissed, except for the first plaintiff’s claim for damages against the second defendant for breach of the option deed dated 8 May 2016;
(c) Remit the proceedings to the primary judge for the assessment of damages for breach by the second defendant of the option deed dated 8 May 2016 and reconsideration of the costs of the proceedings below following the determination by the primary judge of the assessment of damages.
(3) The respondents to pay the appellants’ costs in this Court.
Catchwords: CONTRACTS – formation – intention to create legal relations – uncertainty and incompleteness – owners of three contiguous parcels of land dealt with development group in relation to proposed sale of land for redevelopment – where put and call option deeds entered into – where one owner entered into separate deed for the purchase back of five developed lots – where agreement reached on various matters between parties’ agents at later meeting– whether intention to create legal relations at later meeting – whether terms of agreement at meeting were void for uncertainty and incompleteness
CONTRACTS – formation – whether deed which provided for purchase back of five lots abandoned by parties – whether purchaser entitled to damages for breach of deed – where primary judge left undetermined possible basis for finding damages for breach of deed – damages claim remitted for the determination
Legislation Cited: Civil Procedure Act 2005 (NSW), s 100
Conveyancing Act 1919 (NSW), s 54A
Corporations Act 2001 (Cth), s 131
Uniform Civil Procedure Rules 2004 (NSW), rr 14.7, 14.14
Cases Cited: Australian Broadcasting Corporation v XIVth Commonwealth Games Ltd (1988) 18 NSWLR 540
Barrier Wharfs Ltd v W Scott Fell & Co Ltd (1908) 5 CLR 647
Baulkham Hills v G R Securities (1986) 40 NSWLR 622
Blackpool and Fylde Aero Club Ltd v Blackpool Borough Council [1990] 1 WLR 1195
Boensch v Pascoe [2019] HCA 49; (2019) 94 ALJR 112
Brambles Holdings Ltd v Bathurst City Council (2001) 53 NSWLR 153
Branir Pty Ltd v Owston Nominees (No 2) Pty Ltd (2001) 117 FCR 424; [2001] FCA 1833
B Seppelt & Sons Ltd v Commissioner for Main Roads (1975) 1 BPR 9,147
Ermogenous v Greek Orthodox Community of SA Inc (2002) 209 CLR 95; [2002] HCA 8
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- Case
- [2020] NSWCA 326
- Decision Date
CaseChat Overview and Summary
The primary legal issues before the Court of Appeal were whether the parties had intended to create legal relations at the later meeting and whether the terms agreed upon at that meeting were void for uncertainty and incompleteness. Additionally, the court considered whether a deed providing for the purchase back of five lots had been abandoned by the parties and whether the purchaser was entitled to damages for breach of that deed, noting that the primary judge had left undetermined a possible basis for such damages.
The Court of Appeal found that the parties had not intended to create legal relations at the later meeting, and therefore, any agreement reached at that meeting was not legally binding. The court also determined that the deed for the purchase back of the five lots had not been abandoned. Consequently, the court allowed the appeal, setting aside the primary judge's orders. The court entered judgment for the first plaintiff against the second defendant for a specific amount plus interest, and otherwise dismissed the proceedings, except for the first plaintiff's claim for damages against the second defendant for breach of the option deed. This claim for damages was remitted to the primary judge for assessment. The respondents were ordered to pay the appellants' costs in the Court of Appeal.
Orders
Orders of the court
(1) Appeal allowed.
(2) Set aside the orders made by Robb J on 25 March 2020 and in lieu thereof order:
(a) Judgment for the first plaintiff against the second defendant in the amount of $10,979.41 plus interest pursuant to s 100 of the Civil Procedure Act 2005 (NSW) to the date of judgment of $1,683.70. This judgment to take effect on 25 March 2020;
(b) The proceedings be otherwise dismissed, except for the first plaintiff’s claim for damages against the second defendant for breach of the option deed dated 8 May 2016;
(c) Remit the proceedings to the primary judge for the assessment of damages for breach by the second defendant of the option deed dated 8 May 2016 and reconsideration of the costs of the proceedings below following the determination by the primary judge of the assessment of damages.
(3) The respondents to pay the appellants’ costs in this Court.
Background
Background to the litigation
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Evidence
Evidence Before The Court
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Decision
Reasons for decision
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Ratio Decidendi
Legal Principle Established
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