GPP Arundel Pty Ltd v Basford Pty Ltd

Link copied
Case Copied 83 min read

SUPREME COURT OF QUEENSLAND

CITATION:

GPP Arundel Pty Ltd v Basford Pty Ltd [2025] QSC 165

PARTIES:

GPP ARUNDEL PTY LTD ACN 144 542 076
(first applicant)

WALTON PHARM PTY LTD ACN 650 135 194
(second applicant)

v

BASFORD PTY LTD ACN 092 206 016
(first respondent)

WISELY PTY LTD ACN 092 812 584
(second respondent)

UNITED PETROLEUM PTY LTD ACN 085 779 255
(third respondent)

FILE NO/S:

BS 16226 of 2023

DIVISION:

Trial division

PROCEEDING:

Originating application

ORIGINATING COURT:

Supreme Court at Brisbane

DELIVERED ON:

21 July 2025

DELIVERED AT:

Brisbane

HEARING DATE:

24-26 March 2025; 2-4 June 2025

JUDGE:

Cooper J

ORDER:

The second further amended originating application is dismissed.

CATCHWORDS:

CONTRACTS — PARTICULAR PARTIES — PRINCIPAL AND AGENT — AUTHORITY OF AGENTS — IN GENERAL — where the applicants operate a pharmacy at premises leased from the first and second respondent (‘Lessors’) — where the applicants’ agent negotiated the terms of a proposed agreement to lease with the Lessors’ agent — where the applicants’ agent emailed a letter of offer to the Lessors’ agent which summarised key commercial terms of the proposed agreement to lease — where the Lessors’ agent made two amendments to the letter of offer, signed the offer, and returned it to the applicants’ agent — where the Lessors’ agent did not have actual authority to enter into the proposed agreement to lease on behalf of the Lessors — where the Lessors’ agent said in communications with the applicants’ agent that entry into a new lease was subject to approval by the Lessors — whether the Lessors’ agent had ostensible authority to enter into the agreement to lease on behalf of the Lessors by signing the letter of offer — whether the Lessors’ agent had actual authority, or alternatively ostensible authority, to communicate the Lessors’ acceptance of the proposed agreement to lease — whether the Lessors are bound by the terms of the proposed agreement to lease

Armagas Ltd v Mundogas SA [1986] 1 AC 717, cited
Crabtree-Vickers Pty Ltd v Australian Direct Mail (1975) 133 CLR 72; [1975] HCA 49, cited
Equiticorp Finance Ltd (in liq) v Bank of New Zealand (1993) 32 NSWLR 50, cited
First Energy (UK) Ltd v Hungarian International Bank Ltd [1993] 2 Lloyd’s Rep 194, considered
Freeman & Lockyer v Buckhurst Park Properties (Mangal) Ltd [1964] 2 QB 480, cited
Jiwunda Pty Ltd v Trustees of Travel Compensation Fund (2006) 12 BPR 23,857; [2006] NSWSC 741, considered
Kelly v Fraser [2013] 1 AC 450; [2012] UKPC 25, considered
Left Bank Investments Pty Ltd v Ngunya Jarjum Aboriginal Corporation (2019) 19 BPR 39,687; [2019] NSWSC 1352, considered
Left Bank Investments Pty Ltd v Ngunya Jarjum Aboriginal Corporation [2020] NSWCA 144, considered
Markson v Cutler [2007] NSWSC 1515, considered
Masters v Cameron (1954) 91 CLR 353, cited
Mpinda v Fair Work Commission (No 2) [2024] FCA 692, cited
Northside Developments Pty Ltd v Registrar-General (1990)…

CaseChat AU logo

Keep reading for free

Create a free CaseChat account to read GPP Arundel Pty Ltd v Basford Pty Ltd and more:

  • Read every judgment in full
  • Ask AI and get answers linked to paragraphs
  • See how each paragraph was cited in later cases
  • Download judgments as PDF or Word
Continue with Google

One click creates your free account or signs you in.

By continuing you agree to the Terms and Privacy Policy.

Details
Case
[2025] QSC 165
Decision Date

CaseChat Overview and Summary

In the case of GPP Arundel Pty Ltd v Basford Pty Ltd, the applicants, who operate a pharmacy, sought to lease premises from the respondents. The applicants’ agent negotiated a proposed agreement to lease with the respondents’ agent, resulting in a letter of offer which summarised the key commercial terms. The respondents’ agent made two amendments to the letter of offer, signed it, and returned it to the applicants’ agent. The central issue was whether the respondents’ agent had the authority to bind the respondents to the terms of the proposed agreement to lease. The court found that the respondents’ agent did not have actual authority to enter into the proposed agreement to lease on behalf of the respondents. Furthermore, the court concluded that the respondents’ agent did not have ostensible authority to enter into the agreement to lease by signing the letter of offer. The court also determined that the respondents’ agent did not have actual or ostensible authority to communicate the respondents’ acceptance of the proposed agreement to lease. Consequently, the respondents were not bound by the terms of the proposed agreement to lease.

The court examined whether the signed letter of offer could take effect as a binding agreement. The respondents argued that, even if the respondents’ agent had authority to bind the respondents to the terms of the letter of offer, the inclusion of a special condition indicating that the offer was subject to the respondents’ acceptance of the terms and conditions indicated an intention not to be legally bound. The court considered three possible meanings of the special condition: (a) a condition of the offer; (b) a "subject to contract" clause; and (c) a condition subsequent to any binding agreement. The respondents argued that the first meaning would render the special condition meaningless, as every offer is always subject to the other party’s acceptance. The court found that the special condition should be given either the second or third meaning, and that the parties did not intend to be legally bound by the letter of offer.

The court dismissed the second further amended originating application. The dismissal was based on the findings that the respondents’ agent did not have the authority to bind the respondents to the terms of the proposed agreement to lease and that the signed letter of offer did not take effect as a binding agreement.

Orders

Orders of the court

The second further amended originating application is dismissed.

Background

Background to the litigation

Full text does not contain this section.

Evidence

Evidence Before The Court

Full text does not contain this section.

Decision

Reasons for decision

These are further reasons why the case that Mr McCarthy had ostensible authority to bind the Lessors by communicating their acceptance of the terms in the letter of offer must be dismissed.Conclusion on the question of Mr McCarthy’s authority As I have concluded that Mr McCarthy did not have authority to bind the Lessors to the terms of the letter of offer, either by signing that document on the Lessors’ behalf or by communicating the Lessors’ acceptance of those terms by sending a copy of the document bearing his unauthorised signature, the proceeding must be dismissed. In those circumstances, I will set out my conclusions on the remaining issues more briefly. Did the signed letter of offer take effect as a binding agreement? The respondents submit that if (contrary to my earlier findings) Mr McCarthy had authority to bind the Lessors to the terms of the letter of offer then, construed objectively, those terms indicate that the parties did not intend to be legally bound by the document. In advancing that submission, the respondents placed particular emphasis on the parties’ inclusion of the special condition (“This offer is subject to the Lessor’s [sic] acceptance of the above terms and conditions”) as an indication of their intention not to be legally bound. As to this, the respondents submit that, construed objectively, there are three possible meanings that might be given to this special condition:(a)the parties intended that the special condition would operate merely as a condition of the offer such that if (contrary to my earlier finding) Mr McCarthy’s act of signing the letter of offer amounted to acceptance by the Lessors of the terms and conditions then the special condition would be satisfied (this being the construction for which GPP and Walton contend);(b)the parties intended that the special condition would operate as a form of “subject to contract” clause such that there was no intention by the parties to be bound by the letter of offer until the Lessors had accepted its terms (this being the construction for which the respondents contend in submitting the letter of offer did not take effect as a binding agreement);(c)the parties intended that the special condition would operate as a condition subsequent to any binding agreement for lease which made that agreement subject to the Lessors’ acceptance of the proposed terms (this being the construction for which the respondent contend in advancing an alternative submission addressed below). In contending that the special condition should be given either the second or the third meanings, the respondents argue that adopting the first meaning would give the words of the special meaning no work to do. Every offer to enter a contract is always subject to the other party’s acceptance of the offer. The respondents contend that the parties’ description of the requirement for the Lessors’ acceptance as a special condition evidences their intention that the requirement would be included as a special condition in any agreement resulting from acceptance of the offer. In support of that argument, the respondents emphasise the use of the same language in the special condition concerning the Lessors’ acceptance and the wording used in paragraph 7 of the special conditions set out in the letter of offer which states: “This offer is subject to and conditional upon the Lessee obtaining [certain recommendations and confirmations from the relevant regulatory body and government department leading to the issue of a Pharmaceutical Benefits Approval Number which GPP and Walton would require to use the Premises as a pharmacy]”. The respondents submit the words used in paragraph 7, like the words the parties used to express the requirement that the Lessors accept the terms and conditions of the offer, could only function as a special condition if they are construed as meaning that any agreement resulting from acceptance of the offer would be subject to the relevant condition.

Ratio Decidendi

Legal Principle Established

Full text does not contain this section.