Jaswil Properties Pty Ltd ATF Jaswil Unit Trust v Barrak Corporation Pty Ltd

In the case of Jaswil Properties Pty Ltd ATF Jaswil Unit Trust v Barrak Corporation Pty Ltd, the dispute arose from the purchaser's failure to complete settlement by the agreed date. Despite receiving a notice to complete, Jaswil Properties prepared and served a Transfer. Upon identifying errors, Jaswil Properties amended the Transfer, and Barrak Corporation was notified. However, Barrak Corporation did not duly execute the Transfer, leading to the collapse of the settlement. Jaswil Properties sought to terminate the contract, arguing Barrak Corporation's failure to execute the Transfer justified the termination. Barrak Corporation, on the other hand, argued that Jaswil Properties' breach of the completion date was the primary issue and that Barrak Corporation should not be held responsible for the aborted settlement.

The primary legal issue before the court was whether Jaswil Properties was entitled to terminate the contract for Barrak Corporation's failure to execute the Transfer, particularly given that Jaswil Properties had initially prepared and served a flawed Transfer. Additionally, the court had to determine whether Barrak Corporation's conduct significantly contributed to Jaswil Properties' inability to complete the settlement by the stipulated date, potentially warranting equitable relief for Jaswil Properties. The court also considered the responsibility for the execution clause in the Transfer and whether Barrak Corporation's failure to execute constituted a breach justifying termination.

The court held that Barrak Corporation's failure to execute the Transfer was a significant contributing factor to Jaswil Properties' inability to complete the settlement by the agreed date. The court found that Barrak Corporation was responsible for ensuring the proper execution of the Transfer, and their failure to do so constituted a breach of the contract. However, the court also recognised that Jaswil Properties' own actions in serving an initially flawed Transfer played a role in the aborted settlement. The court ultimately concluded that Barrak Corporation's conduct significantly contributed to the cause of the breach, and therefore, Jaswil Properties was not entitled to terminate the contract. The court granted equitable relief to Jaswil Properties, allowing them to seek alternative remedies.

The final orders of the court were that Barrak Corporation was not entitled to terminate the contract for the failure to execute the Transfer. Instead, the court granted Jaswil Properties equitable relief, recognising Barrak Corporation's significant contribution to the breach. The court directed the parties to negotiate in good faith to resolve the outstanding issues and complete the settlement.