IVI Pty Ltd v Baycrown Pty Ltd - [2004] QSC 430

SUPREME COURT OF QUEENSLAND

CITATION:

IVI Pty Ltd v Baycrown Pty Ltd [2004] QSC 430

PARTIES:

IVI PTY LTD, ACN 093 587 314
(plaintiff)
v
BAYCROWN PTY LTD, ACN 062 665 883
(defendant)

FILE NO/S:

S9907 of 2002

DIVISION:

Trial Division

PROCEEDING:

Civil Trial

DELIVERED ON:

3 December 2004

DELIVERED AT:

Brisbane

HEARING DATE:

18-20, 26-27 August 2004

JUDGE:

Philippides J

ORDER:

Declare the contract in writing dated 23 October 2002 between the plaintiff and the defendant for the purchase of land described as Lot 20 on RP 894218, County of Ward, Parish of Pimpama bearing Title Reference 50121306 and Lot 3 on RP 805478, County of Ward, Parish of Pimpama, bearing Title Reference 118087250 is a valid contract binding on the defendant.

CATCHWORDS:

CONTRACTS – revocation of offer by vendor – whether offer for sale of land accepted by buyer before revocation – whether purported revocation of offer sent by email to solicitors nominated as the “buyer’s solicitor” in an unconcluded contract was effective – whether offer was withdrawn orally by vendor’s agent

AGENCY – revocation email sent to solicitors nominated as the “buyer’s solicitor” in an unconcluded contract executed by vendor – whether the solicitors to whom revocation email sent had actual or ostensible authority to receive the revocation email – whether the solicitors were a medium for communication – whether notice of the revocation email imputed to the proposed buyer upon its receipt by the nominated solicitors

Byrne v Leon Van Tienhoven (1880) 5 CPD 344
CTM Nominees Pty Ltd v Galba Pty Ltd (1982) 2 BPR 9588
Dickinson v Dodds (1876) 2 Ch D 463
El Ajou v Dollar Land Holdings Plc [1994] 2 All ER 685
Financings, Ltd v Stimson [1962] 3 All ER 386
Henthorn v Fraser [1892] 2 Ch 27
Kent v Hogarth [1995] QCA 472; CA No 22 of 1995, 24 October 1995
Legione v Hateley (1983) 152 CLR 406
Magripilis v Baird [1926] St R Qd 89
Nowrani Pty Ltd v Brown [1989] 2 Qd R 582
Pianta v National Finance & Trustees Ltd (1964) 180 CLR 146
Sargent v ASL Developments Ltd (1974) 131 CLR 634
Strover v Harrington [1988] 1 Ch 391
Young v Lamb (2001) 10 BPR 18,553

COUNSEL:

H B Fraser QC and D Logan for the plaintiff

A Morris QC and D Atkinson for the defendant

SOLICITORS:

Quinn & Scattini for the plaintiff

McLaughlins Solicitors for the defendant

PHILIPPIDES J:

The issues

The plaintiff, IVI Pty Ltd (“IVI”), seeks a declaration that a contract in writing for the sale of land at Day’s Road, Pimpama, is a valid and binding contract between it, as purchaser, and the defendant, Baycrown Pty Ltd (“Baycrown”), as vendor. Baycrown has counter-claimed for a declaration that the contract does not bind it and seeks an order for the removal of a caveat lodged by IVI.

On 22 October 2002, following a meeting with representatives of IVI, Mr Van Asperen, a director of Baycrown, executed a contract on Baycrown’s behalf…

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: [2004] QSC 430
Decision Date: 3 December 2004

CaseChat Overview and Summary

IVI Pty Ltd, the plaintiff, brought an action against Baycrown Pty Ltd, the defendant, in relation to a dispute over the sale of two lots of land. The plaintiff sought a declaration that a contract dated 23 October 2002 was valid and binding on the defendant. The dispute came before the court for determination of the legal issues concerning the revocation of an offer and the authority of the solicitors to receive such a revocation.

The primary legal issues were whether the plaintiff had accepted the defendant's offer before it was revoked and whether the defendant's purported revocation of the offer was effective. A further issue was whether the solicitors nominated as the "buyer's solicitor" in the unconcluded contract had the authority to receive the revocation email, and if so, whether the notice of the revocation was imputed to the proposed buyer upon receipt by the solicitors.

The court found that the plaintiff had indeed accepted the defendant's offer before it was revoked. The court also held that the revocation email sent to the solicitors nominated as the "buyer's solicitor" in the unconcluded contract was not effective. The court reasoned that the solicitors did not have actual or ostensible authority to receive the revocation email as they were not a medium for communication. Consequently, the notice of the revocation was not imputed to the proposed buyer upon its receipt by the nominated solicitors.

The court declared that the contract in writing dated 23 October 2002 between the plaintiff and the defendant for the purchase of land was a valid contract binding on the defendant.

Orders

Orders of the court

Declare the contract in writing dated 23 October 2002 between the plaintiff and the defendant for the purchase of land described as Lot 20 on RP 894218, County of Ward, Parish of Pimpama bearing Title Reference 50121306 and Lot 3 on RP 805478, County of Ward, Parish of Pimpama, bearing Title Reference 118087250 is a valid contract binding on the defendant.

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:	IVI Pty Ltd v Baycrown Pty Ltd [2004] QSC 430
PARTIES:	IVI PTY LTD, ACN 093 587 314 (plaintiff) v BAYCROWN PTY LTD, ACN 062 665 883 (defendant)
FILE NO/S:	S9907 of 2002
DIVISION:	Trial Division
PROCEEDING:	Civil Trial
DELIVERED ON:	3 December 2004
DELIVERED AT:	Brisbane
HEARING DATE:	18-20, 26-27 August 2004
JUDGE:	Philippides J
ORDER:	Declare the contract in writing dated 23 October 2002 between the plaintiff and the defendant for the purchase of land described as Lot 20 on RP 894218, County of Ward, Parish of Pimpama bearing Title Reference 50121306 and Lot 3 on RP 805478, County of Ward, Parish of Pimpama, bearing Title Reference 118087250 is a valid contract binding on the defendant.
CATCHWORDS:	CONTRACTS – revocation of offer by vendor – whether offer for sale of land accepted by buyer before revocation – whether purported revocation of offer sent by email to solicitors nominated as the “buyer’s solicitor” in an unconcluded contract was effective – whether offer was withdrawn orally by vendor’s agent AGENCY – revocation email sent to solicitors nominated as the “buyer’s solicitor” in an unconcluded contract executed by vendor – whether the solicitors to whom revocation email sent had actual or ostensible authority to receive the revocation email – whether the solicitors were a medium for communication – whether notice of the revocation email imputed to the proposed buyer upon its receipt by the nominated solicitors Byrne v Leon Van Tienhoven (1880) 5 CPD 344 CTM Nominees Pty Ltd v Galba Pty Ltd (1982) 2 BPR 9588 Dickinson v Dodds (1876) 2 Ch D 463 El Ajou v Dollar Land Holdings Plc [1994] 2 All ER 685 Financings, Ltd v Stimson [1962] 3 All ER 386 Henthorn v Fraser [1892] 2 Ch 27 Kent v Hogarth [1995] QCA 472; CA No 22 of 1995, 24 October 1995 Legione v Hateley (1983) 152 CLR 406 Magripilis v Baird [1926] St R Qd 89 Nowrani Pty Ltd v Brown [1989] 2 Qd R 582 Pianta v National Finance & Trustees Ltd (1964) 180 CLR 146 Sargent v ASL Developments Ltd (1974) 131 CLR 634 Strover v Harrington [1988] 1 Ch 391 Young v Lamb (2001) 10 BPR 18,553
COUNSEL:	H B Fraser QC and D Logan for the plaintiff A Morris QC and D Atkinson for the defendant
SOLICITORS:	Quinn & Scattini for the plaintiff McLaughlins Solicitors for the defendant