Legal Research
Cases
In the matter of Universal Property Group Pty Limited

In the matter of Universal Property Group Pty Limited

Case [2019] NSWSC 796 28 June 2019

Unjust Enrichment

Stay of Proceedings

Contract Formation

Corporate Law & Governance

No judgment structure available for this case.

Type to search within this case.

Supreme Court

New South Wales

Medium Neutral Citation: In the matter of Universal Property Group Pty Limited [2019] NSWSC 796
Hearing dates: 24 June 2019
Decision date: 28 June 2019
Jurisdiction: Equity - Corporations List
Before: Rees J
Decision:
1. Pursuant to section 459H of the Corporations Act 2001 (Cth), the statutory demand dated 7 March 2019 served by the defendants upon the plaintiff be set aside.
2. The defendants to pay the plaintiff’s costs of the proceedings.

Catchwords: CORPORATIONS — Winding up — Statutory demand — Application to set aside on the basis of a genuine dispute — Demand based on fees payable under deed granting option to purchase land — Where interpretation of deed disputed — When appropriate to determine proper construction of contract on application to set aside statutory demand — Low threshold for genuine dispute — Demand set aside.
Legislation Cited: Conveyancing Act 1919 (NSW), s 66ZF
Corporations Act 2001 (Cth), ss 459H, 459J
Cases Cited: BP Refinery (Westernport) Pty Ltd v Shire of Hastings (1977) 180 CLR 266
Britten-Norman Pty Ltd v Analysis & Technology Australia Pty Ltd (2013) 85 NSWLR 601; [2013] NSWCA 344
Commonwealth Bank of Australia v Barker (2014) 253 CLR 169; [2014] HCA 32
Creata (Aust) Pty Limited v Faull (2017) 125 ACSR 212; [2017] NSWCA 300
Createc Pty Ltd v Design Signs Pty Ltd (2009) 71 ACSR 602; [2009] WASCA 85
Drillsearch Energy Limited v Carling Capital Partners Pty Ltd [2009] NSWSC 1192
Eyota Pty Ltd v Hanave Pty Ltd (1994) 12 ACSR 785
Grandview Australia Pty Ltd v Budget Demolitions Pty Ltd [2019] NSWCA 60
In the matter of Litigation Insurance Pty Limited [2017] NSWSC 334
Nguyen v Taylor (1992) 27 NSWLR 48
Category: Principal judgment
Parties: Universal Property Group Pty Limited (Plaintiff)
Anthony Sammut (First Defendant)
Emily Sammut (Second Defendant)
Representation:
Counsel:
Mr G Babe (Plaintiff)
Mr M Bennett (Defendants)
Solicitors:
Kamiya Legal (Plaintiff)
LAS Lawyers (Defendants)

File Number(s): 2019/95958

Judgment

HER HONOUR: This is an application to set aside a statutory demand. The demand was issued by Anthony and Emily Sammut, vendors of a property at Oakville (the vendors). The demand was issued to Universal Property Group Pty Limited (the developer) in respect of a contract giving it the option to buy the property. The issue is whether differing contentions as to the meaning of the contract amount to a “genuine dispute” under section 459H(1)(a) of the Corporations Act 2001 (Cth).

Facts

On 19 February 2018, the developer entered into a contract entitled “Put and Call Option” with the vendors under which an option was granted to purchase the property for some $9.5 million. The contract provided that, on payment of a Due Diligence Fee of $30,000, the developer had until the Due Diligence Expiry Date of 17 May 2018 to undertake inquiries in relation to the property: clause 2.1. Clause 2 continued:

2.2 If the Purchaser elects to proceed with the purchase, then on, or prior to the…

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 In the matter of Universal Property Group Pty Limited

Details

AGLC: In the matter of Universal Property Group Pty Limited [2019] NSWSC 796
Case: [2019] NSWSC 796
Decision Date: 28 June 2019

CaseChat Overview and Summary

Universal Property Group Pty Limited sought to set aside a statutory demand issued by a creditor. The creditor claimed that Universal Property owed fees for an option to purchase land. The dispute was heard in the Federal Circuit Court of Australia. The primary legal issue was whether there was a genuine dispute justifying the setting aside of the statutory demand. This hinged on the interpretation of the deed that granted the option to purchase land and the fees associated with it.

The court had to determine whether the dispute over the interpretation of the deed was genuine and sufficient to warrant setting aside the statutory demand. The court noted that the threshold for establishing a genuine dispute was low and that the primary focus was on whether there was a real prospect of success in the defence to the demand. The court found that the interpretation of the deed was genuinely disputed, as there were differing views on whether the fees were payable under the circumstances described. The court considered it appropriate to determine the proper construction of the contract at this stage, given the straightforward nature of the dispute.

The court set aside the statutory demand, finding that there was a genuine dispute over the interpretation of the deed and the associated fees. This decision underscores the importance of thoroughly examining the terms of contracts and the potential for genuine disputes to warrant setting aside statutory demands. The court did not make any further orders beyond setting aside the demand.

Orders