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Goldsbrough Mort & Co Ltd v Quinn

Goldsbrough Mort & Co Ltd v Quinn

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Case Copied 19 May 1910 47 min read

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10 CLR 674

GOLDSBROUGH MORT &CO. LTD.

JOHN THOMAS QUINN

ON APPEAL FROM THE SUPREME COURT OF Specific performance-Sale of conditionally purchased land-Price "calculated on a

freehold basis"-Option of purchase given for value-Revocation of offer- Ambriguity- - M istake as to meaning of agreement-Damages-Equity - Act 1901 SYDNEY,

(N.S. W.) (No. 24 of 1901), sec. 9-Costs-Deduction from purchase money. May 9, 10, 11,

The defendant, for valuable consideration, gave the plaintiffs an option for week to purchase the defendant's conditionally purchased and conditionally leased lands at a price of 30s. per acre, "calculated on a freehold basis." Before acceptance the defendant repudiated the offer. The plaintiffs, notwith- standing the alleged repudiation, accepted the offer within the week, and brought a suit for specific performance of the agreement for sale at a price of 30s. per acre, after deducting the payments due to the Crown to make the land freehold, which was a fair price for the land. The defendant swore that when he signed the contract he understood that he would receive a clear sum of 30s. per acre for the land.

Held, that the option having been given for value was not revocable, and that the acceptance of the offer by the plaintiffs constituted a binding contract, which was enforceable by specific performance.

Held, also, that the expression "calculated on a freehold basis" was not ambiguous, and that, as defendant had signed the contract in which he knew this term was included, and there being no circumstances of fraud or misleading, and no hardship in the bargain, the defendant could not resist specific performance upon the ground that he entered into the contract under a mistake as to its meaning.

10 CLR 675

Semble, per Griffith C.J. and O'Connor J., if it had been clearly established that such a mistake had been made, the Court would refuse to decree specific performance.

The plaintiffs' costs of the trial and the appeal were ordered to be set-off against the purchase money.

Semble, per Isaacs J.-If specific performance had been refused on the ground of mistake, damages should have been awarded under sec. 9 of the Equity Act 1901.

Decision of A H. Simpson Ch. J. in Eq.: Goldsbrough, Mort &Co. Ltd. V. Quinn, 10 S.R. (N.S.W.), 170, reversed.

APPEAL by the plaintiffs from the decision of A. H. Simpson, Chief Judge in Equity, dismissing the plaintiffs' suit for specific performance.

The facts are sufficiently stated in the judgment of Griffith C.J. Langer Owen K.C. and Harvey, for the appellants. The proper construction of the option given by the defendant was that, if the plaintiffs agreed within a week to buy the land at the price stated, the defendant would convey it to them. In the absence of consideration the defendant could have withdrawn the offer before acceptance: Dickinson v. Dodds 1. But when con- sideration is given the defendant cannot prevent the plaintiffs from accepting the offer at any time during the week. The defendant could have been prevented from…

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: [1910] HCA 20
Decision Date: 19 May 1910

CaseChat Overview and Summary

Goldsbrough, Mort & Co Ltd (the plaintiffs) sought specific performance of an agreement for the sale of land against the respondent, Quinn (the defendant). The defendant had granted the plaintiffs an option to purchase his conditionally purchased and leased lands for a price of 30s. per acre, "calculated on a freehold basis," for valuable consideration. Before the plaintiffs accepted the offer within the stipulated week, the defendant repudiated it. The plaintiffs, notwithstanding the repudiation, accepted the offer and initiated proceedings for specific performance, arguing that the price was fair after deducting payments due to the Crown to make the land freehold. The defendant contended that he understood the price to be a clear sum of 30s. per acre.

The High Court was required to determine two primary legal issues. Firstly, whether the option, having been granted for valuable consideration, was irrevocable and if the plaintiffs' acceptance constituted a binding contract enforceable by specific performance, despite the defendant's repudiation. Secondly, the Court had to consider whether the defendant could resist specific performance on the grounds of a mistake as to the meaning of the term "calculated on a freehold basis," given that he had signed the contract containing this term and there were no circumstances of fraud or hardship.

The Court reasoned that an option given for valuable consideration is not revocable and that the plaintiffs' acceptance of the offer within the specified period created a binding contract. The expression "calculated on a freehold basis" was held to be unambiguous, meaning that the price was to be determined by assuming the land was freehold, with any payments required to convert it to freehold being deducted from the stated price. The Court found that the defendant, having signed the contract with this term included and without evidence of fraud, misleading conduct, or hardship, could not avoid specific performance based on a subjective misunderstanding of its meaning. The appeal was allowed, reversing the decision of the Supreme Court of New South Wales.

Orders