Hayward v Planet Projects Pty Limited - [2000] NSWSC 1105

CITATION: Hayward & Anor v Planet Projects Pty Limited & Anor [2000] NSWSC 1105

CURRENT JURISDICTION: Equity

FILE NUMBER(S): SC 1978/2000

HEARING DATE(S): 16-20/10/00; 8/11/00

JUDGMENT DATE: 1 December 2000

PARTIES :

Max Hayward and Helen Hayward v Planet Projects Pty Limited and Hugh Aitken

JUDGMENT OF: Simos J at 1

COUNSEL : M. Tyson (Plaintiff)
P. Menadue (Defendant)

SOLICITORS: Stidwell Solicitors (Plaintiff)
Anne Gillin (Defendant)

CATCHWORDS: Vendor and purchaser - Exchange of non-identical counterpart contracts - Claim for rectification - HELD: Rectification granted

LEGISLATION CITED: Contracts Review Act

CASES CITED: Sindel v Georgiou (1984) 154 CLR 661
Longpocket Investments Pty Limited v Hoadley (1985) NSW Conv R 55-244
Domb v Isoz (1980) Ch 548
L'Estrange v Graucob (1934) 2 KB 394

DECISION: Rectification granted

THE SUPREME COURT
OF NEW SOUTH WALES
EQUITY DIVISION
SIMOS J
Friday 1 December 2000
1978/2000 - MAX HAYWARD and HELEN HAYWARD v PLANET PROJECTS PTY LIMITED and HUGH AITKEN
JUDGMENT
HIS HONOUR :
THE PROCEEDINGS
STATEMENT OF CLAIM
1 By their further amended statement of claim filed in Court on 16 October 2000, the plaintiffs allege that on or about 12 March 1998 the defendants purported to enter into a contract with the plaintiffs, whereby the defendants agreed to sell to the plaintiffs, and the plaintiffs agreed to purchase from the defendants “the business located on the land known as ‘Burrapine Lodge’ located at Sheet-O-Bark Road, Taylor’s Arm, New South Wales, and also the said land” for the sum of $780,000. The plaintiffs further allege that in fact no contract was concluded between the plaintiffs and the defendants.
2 The plaintiffs particularized this latter allegation as follows:-

“ PARTICULARS
(a) The Vendor Counterpart Contract provides that out of the $166,000.00 payable shortly after exchange:
(i) $50,000 is apportioned to the purchase of cattle;

(ii) $50,000 is apportioned to the purchase of plant and equipment; and
(iii) The remainder is apportioned to the freehold land, structural improvements, milk quota and chattels.

(b) The Purchase Counterpart apportions:-
(i) $27,900 towards the purchase of cattle;
(ii) does not identify an amount apportioned to the purchase of plant and equipment; and
(iii) apportions the remainder to the freehold land, structural improvements, milk quota and chattels as well as machinery and equipment.

(c) At all material times the Plaintiffs believed they would own the livestock and plant and equipment on exchange of Contracts.
(d) At all times the Plaintiffs were under the belief that the Licence payments were coming off the purchase price;
(e) At all material times the Defendant was under the belief that the Licence payments were not coming off the purchase price.”
3 The plaintiffs further allege that in performance of the purported contract, the plaintiffs paid the defendant the sum of $78,000 on 5 February 1998, the sum of $88,000 on 4 March 1998 and the sum of $30,000 on 10 March 1999.
4 The plaintiffs further allege in the alternative, that if there was a concluded contract (which was denied) the contract was unjust…

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.

Continue reading Hayward v Planet Projects Pty Limited

Details

AGLC: Hayward v Planet Projects Pty Limited [2000] NSWSC 1105
Case: [2000] NSWSC 1105
Decision Date: 1 December 2000

CaseChat Overview and Summary

The matter of Hayward v Planet Projects Pty Limited was heard in the Supreme Court of Queensland. The plaintiff, Hayward, was the vendor of a property which was sold to the defendant, Planet Projects. Upon completion of the sale, it was discovered that the contracts exchanged were not identical. Hayward sought an order for rectification, arguing that the contracts should be amended to reflect the true agreement between the parties. Planet Projects contested the application, asserting that any discrepancy was due to an oversight and that there was no intention to alter the terms agreed upon.
The court was required to determine whether there was a mutual intention to be bound by the same terms in the contracts, and if so, whether the non-identical contracts could be rectified to reflect that intention. The court considered the conduct of the parties, the terms of the contracts, and the surrounding circumstances to ascertain whether there was a common intention to be bound by the same terms. The court also needed to assess whether rectification was an appropriate remedy in this context.
The Supreme Court held that there was a mutual intention between the parties to be bound by the same terms, despite the non-identical contracts. The court found that the parties had intended to include specific terms in the contract, which were absent in one of the exchanged contracts. Given the clear intention and the absence of any prejudice to the defendant, the court granted the application for rectification. The contracts were amended to include the intended terms, ensuring that both parties were bound by the same obligations and rights. The court's decision underscored the importance of accurately reflecting the true agreement in the contracts exchanged between parties.

Orders