Hederics v Spare Weel Pty Ltd - [2025] NSWSC 1171

Supreme Court

New South Wales

Medium Neutral Citation: Hederics v Spare Weel Pty Ltd [2025] NSWSC 1171
Hearing dates: 28 – 31 July 2025
Date of orders: 8 October 2025
Decision date: 08 October 2025
Jurisdiction: Equity - Real Property List
Before: Williams J
Decision:
See orders at [215]

Catchwords:
ESTOPPEL – proprietary estoppel by encouragement – Held: plaintiffs failed to establish the alleged representations relied on as giving rise to proprietary estoppel
CONTRACTS – implied terms – implied obligation to do all things reasonably necessary to secure performance of the contract and to enable the other party to have the benefit of the contract – implied obligation to act in good faith in the performance of the contract, requiring the parties to co-operate to achieve the object of the contract, to comply with standards of honest conduct, and to comply with standards of conduct that are reasonable having regard to the interests of the parties – Held: defendant breached implied obligations, but breaches not causative of loss claimed by plaintiffs

Legislation Cited:
Evidence Act 1995 (NSW), s 140

Cases Cited:
BP Refinery (Westernport) Pty Ltd v Hastings Shire Council (1977) 180 CLR 266; 52 ALJR 20
Butt v M’Donald (1896) 7 QLJ 68
Codelfa Construction Pty Ltd v State Rail Authority (NSW) (1982) 149 CLR 337; [1982] HCA 24
Cordon Investments Pty Ltd v Lesdor Properties Pty Ltd [2012] NSWCA 184
ET-China.com International Holdings Ltd v Cheung (2021) 388 ALR 128; [2021] NSWCA 24
Fox v Percy (2003) 214 CLR 118; [2003] HCA 22
GLJ v Trustees of Roman Catholic Church for Diocese of Lismore (2023) 414 ALR 635; [2023] HCA 32
John Holland Pty Ltd v Kellogg Brown & Root Pty Ltd [2015] NSWSC 451
Kramer v Stone (2024) 421 ALR 106; [2024] HCA 48
Moubarak by his tutor Coorey v Holt (2019) 100 NSWLR 218; [2019] NSWCA 102
Secured Income Real Estate (Australia) Ltd v St Martins Investments Pty Ltd (1979) 144 CLR 596; [1979] HCA 51
Singh v AKM Investments Group Pty Ltd [2024] NSWCA 268
Tok v Rashazar [2025] NSWCA 94
Warner v Hung; In the matter of Bellpac Pty Ltd (receivers and managers appointed) (in liquidation) (No. 2) (2011) 197 ALR 56; [2011] FCA 1123
Watson v Foxman (1995) 49 NSWLR 315

Texts Cited:
N/A

Category: Principal judgment
Parties: Johnnie Kenneth Hederics (First Plaintiff)
Melisa Gaye Hederics (Second Plaintiff)
Spare Weel Pty Ltd (ACN 159 218 390) (Defendant)
Representation:
Counsel:
Mr C Bolger with Mr L James (Plaintiffs)
Mr C Tam (Defendant)
Solicitors:
Holcroft Lawyers (Plaintiffs)
Hickey Lawyers (Defendant)

File Number(s): 2023/77040
Publication restriction: Nil

JUDGMENT

Introduction

The plaintiffs and Mr Kees Weel carried on a citrus fruit farming business and a fruit packing business in partnership.
Each partnership was carried on through a company of which Mr Weel and the first plaintiff, Mr Johnnie Hederics, were the directors. The plaintiffs and Mr Weel, or companies associated with them, owned the shares in each partnership…

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] NSWSC 1171
Decision Date: 08 October 2025

CaseChat Overview and Summary

In this matter, the plaintiffs, Hederics, sued the defendant, Spare Weel Pty Ltd, in the Supreme Court of Victoria. The plaintiffs claimed that they had an equitable interest in certain property, and that the defendant had breached a contract between the parties. The plaintiffs sought damages for loss and an account of profits made by the defendant.

The court was required to determine whether the plaintiffs had established proprietary estoppel and whether the defendant had breached the contract. The court considered the evidence and submissions made by both parties. The court found that the plaintiffs had failed to establish the alleged representations relied on as giving rise to proprietary estoppel. The court found that the defendant had breached the implied obligations to act in good faith and to co-operate to achieve the object of the contract. However, the court found that the breaches were not causative of the loss claimed by the plaintiffs.

The court held that the plaintiffs were not entitled to the equitable interest in the property they sought, and that the defendant was not liable for the loss claimed by the plaintiffs. The court made orders dismissing the plaintiffs' claims and awarding costs to the defendant.

Orders