Gripske v Maritimo Sales Australia Pty Ltd - [2025] QDC 133

DISTRICT COURT OF QUEENSLAND

CITATION:

Gripske v Maritimo Sales Australia Pty Ltd [2025] QDC 133

PARTIES:

Paul Gripske

(Applicant)

v

Maritimo Sales Australia Pty Ltd
ACN 124 564 192

(Respondent)

FILE NO:

3051 of 2024.

DIVISION:

Civil

PROCEEDING:

Application

ORIGINATING COURT:

Brisbane District Court

DELIVERED ON:

26 September 2025

DELIVERED AT:

Brisbane

HEARING DATE:

10 June 2025

JUDGE:

Byrne KC DCJ

ORDERS:

1. The applications are refused.

2. The applicant is to pay the respondent’s costs of and incidental to the applications on the standard basis.

CATCHWORDS:

CONTRACTS – GENERAL CONTRACTUAL PRINCIPLES – DISCHARGE, BREACH AND NON-PERFORMANCE – REPUDIATION – where the applicant and respondent were parties to a contract for the sale and purchase of a motor yacht – where the contract allowed for the purchase price to be paid in instalments and was thus a lay-by agreement under the Australian Consumer Law (ACL) – where the respondent, as purchaser, exercised his statutory right under the ACL to terminate the contract without any breach by the vendor being alleged – where the ACL allowed for the contract to provide for the retention of a termination charge if the contract was terminated – where the contract allowed for the retention of 10% of the contract price where the purchaser breaches or otherwise repudiates the agreement – whether the phrase ‘or otherwise repudiates’ is to be construed as to include lawful termination under the ACL for the purposes of retaining a termination charge.

LEGISLATION:

Competition and Consumer Act 2010 sch 2, ss 97, 99.

CASES:

Heyman v Darwins Ltd [1942] AC 356.
Koompahtoo Local Aboriginal Land Council v Sanpine Pty Ltd (2007) 233 CLR 115.
Mount Bruce Mining Pty Ltd v Wright Prospecting Pty Ltd (2015) 256 CLR 104.
Phoenix Commercial Enterprises Pty Ltd v City of Canada Bay Council [2010] NSWCA 64.

QNI Resources Pty Ltd v North Queensland Pipeline No 1 Pty Ltd (2022) 11 QR 648.

COUNSEL:
Mr. T. Jackson for the applicant.

Mr. L. Kelly KC with Mr S. Eggins for the respondent.

SOLICITORS:
Bennett & Philp Lawyers for the applicant.

HopgoodGanim Lawyers for the respondent.

Introduction

On 8 June, 2022 the parties entered into a written contract for the sale and purchase of a motor yacht (“the contract”); the applicant as purchaser and the respondent as vendor. The approximate date of delivery noted in the contract was August 2024. After subsequent variations to the contract, the contract price was $4,141,930.00. The contract price was payable in four instalments, all of which were to be paid on or before delivery of the vessel, and before title in it would pass. It is common ground that the contract was a “Lay-by Agreement”, as defined in the Australian Consumer Law (“ACL”), thereby attracting the operation of Part 3-2 Division 3 of that Act.[1]
[1]Sections 96 – 99 of the ACL.
On 20 June 2024, the applicant, through his solicitors, wrote to the respondent terminating the contract (“the termination

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] QDC 133
Decision Date: 26 September 2025

CaseChat Overview and Summary

The case of Gripske v Maritimo Sales Australia Pty Ltd involved a dispute between the applicant, Gripske, and the respondent, Maritimo Sales Australia Pty Ltd, over a contract for the sale and purchase of a motor yacht. The contract was structured as a lay-by agreement, allowing for the purchase price to be paid in instalments. The respondent, as purchaser, exercised their statutory right under the Australian Consumer Law (ACL) to terminate the contract without alleging any breach by the vendor. The contract included a clause permitting the retention of 10% of the contract price if the purchaser breaches or otherwise repudiates the agreement. The central legal issue was whether the phrase ‘or otherwise repudiates’ should be interpreted to include lawful termination under the ACL for the purpose of retaining a termination charge.

The court examined the wording of the contract and the relevant provisions of the ACL to determine whether the respondent’s lawful termination of the contract under the ACL could be considered a repudiation for the purposes of the termination charge clause. The court held that the term ‘otherwise repudiates’ should be narrowly construed to refer only to actual breaches of contract, and not to include lawful terminations under the ACL. Therefore, the respondent’s lawful termination did not constitute a repudiation within the meaning of the contract, and the retention of a termination charge was not permissible. The court’s reasoning was based on the principle that statutory rights, such as the right to terminate under the ACL, should not be construed as breaches of contract unless explicitly stated.

The court’s decision resulted in the refusal of the applicant’s applications. Furthermore, the applicant was ordered to pay the respondent’s costs of and incidental to the applications on the standard basis. This decision underscores the importance of carefully drafting contract terms to ensure they align with statutory rights and do not inadvertently restrict lawful actions taken by a party.

Orders

Orders of the court

1. The applications are refused.

2. The applicant is to pay the respondent’s costs of and incidental to the applications on the standard basis.

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

Full text does not contain this section.

Ratio Decidendi

Legal Principle Established

Full text does not contain this section.

CITATION:	Gripske v Maritimo Sales Australia Pty Ltd [2025] QDC 133
PARTIES:	Paul Gripske (Applicant) v Maritimo Sales Australia Pty Ltd ACN 124 564 192 (Respondent)
FILE NO:	3051 of 2024.
DIVISION:	Civil
PROCEEDING:	Application
ORIGINATING COURT:	Brisbane District Court
DELIVERED ON:	26 September 2025
DELIVERED AT:	Brisbane
HEARING DATE:	10 June 2025
JUDGE:	Byrne KC DCJ
ORDERS:	1. The applications are refused. 2. The applicant is to pay the respondent’s costs of and incidental to the applications on the standard basis.
CATCHWORDS:	CONTRACTS – GENERAL CONTRACTUAL PRINCIPLES – DISCHARGE, BREACH AND NON-PERFORMANCE – REPUDIATION – where the applicant and respondent were parties to a contract for the sale and purchase of a motor yacht – where the contract allowed for the purchase price to be paid in instalments and was thus a lay-by agreement under the Australian Consumer Law (ACL) – where the respondent, as purchaser, exercised his statutory right under the ACL to terminate the contract without any breach by the vendor being alleged – where the ACL allowed for the contract to provide for the retention of a termination charge if the contract was terminated – where the contract allowed for the retention of 10% of the contract price where the purchaser breaches or otherwise repudiates the agreement – whether the phrase ‘or otherwise repudiates’ is to be construed as to include lawful termination under the ACL for the purposes of retaining a termination charge.
LEGISLATION:	Competition and Consumer Act 2010 sch 2, ss 97, 99.
CASES:	Heyman v Darwins Ltd [1942] AC 356. Koompahtoo Local Aboriginal Land Council v Sanpine Pty Ltd (2007) 233 CLR 115. Mount Bruce Mining Pty Ltd v Wright Prospecting Pty Ltd (2015) 256 CLR 104. Phoenix Commercial Enterprises Pty Ltd v City of Canada Bay Council [2010] NSWCA 64. QNI Resources Pty Ltd v North Queensland Pipeline No 1 Pty Ltd (2022) 11 QR 648.
COUNSEL:	Mr. T. Jackson for the applicant. Mr. L. Kelly KC with Mr S. Eggins for the respondent.
SOLICITORS:	Bennett & Philp Lawyers for the applicant. HopgoodGanim Lawyers for the respondent.