JLF Corporation Pty Ltd v Matos - [2016] QCA 355

SUPREME COURT OF QUEENSLAND

CITATION:

JLF Corporation Pty Ltd v Matos [2016] QCA 355

PARTIES:

JLF CORPORATION PTY LIMITED
ACN 010 231 222
(appellant)
v
JOEL MARIO MATOS
(respondent)

FILE NO/S:

Appeal No 3338 of 2016
SC No 1498 of 2016

DIVISION:

Court of Appeal

PROCEEDING:

General Civil Appeal

ORIGINATING COURT:

Supreme Court Brisbane – [2016] QSC 32

DELIVERED ON:

23 December 2016

DELIVERED AT:

Brisbane

HEARING DATE:

12 August 2016

JUDGES:

Fraser and Gotterson and Philip McMurdo JJA
Separate reasons for judgment of each member of the Court, each concurring as to the orders made

ORDERs:

1.   Allow the appeal.

2.   Set aside the declarations and orders made in the Trial Division.

3.   Dismiss the originating application.

4.   Order that the respondent pay the appellant’s costs of the appeal and the costs of the application in the Trial Division.

CATCHWORDS:

CONVEYANCYING – OPTIONS – where the respondent purchased property from the appellant – where the respondent and the appellant entered into a Put Option Agreement whereby the appellant agreed to purchase back the property if the respondent sent a contract contained in a schedule prior to a certain date – where the respondent sought to exercise the put option – where the respondent used the tenth edition of the REIQ/Queensland Law Society standard form contract in lieu of the eighth edition of the contract attached to the Put Option Agreement – where the primary judge held that the respondent validly exercised the put option contained in a written Put Option Agreement between the respondent and the appellant dated February 2012 – where the appellant argued that the exercise of the put option was invalidated by the delivery of the tenth edition of the standard form contract rather than the edition contained within the Put Option Agreement – where the respondent submitted that the primary judge’s conclusions were correct – whether upon the proper construction of the Put Option Agreement, it required, for the valid exercise of the put option, that the respondent deliver a contract in the form of the eighth edition of the REIQ/Queensland Law Society standard form

Property Agents and Motor Dealers Act 2000 (Qld)
Property Occupations Act 2014 (Qld), s 1, s 160, s 165

Matos v JLF Corporation Pty Ltd [2016] QSC 32, related
Phillips Fox (A Firm) v Westgold Resources NL [2000] WASCA 85, cited
Quadling v Robinson (1976) 137 CLR 192; [1976] HCA 31, cited

COUNSEL:

G Gibson QC, with P D Hay, for the appellant
M J Lawrence for the respondent

SOLICITORS:

Enyo Lawyers for the appellant
No appearance for the respondent

FRASER JA: After a contested hearing the primary judge made declarations that on 16 December 2014 the respondent validly exercised the put option contained in a written Put Option Agreement between the respondent and the appellant dated February 2012, and that on the same day a valid and binding Contract of Sale was entered into by the respondent as seller and the appellant as purchaser for…

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: [2016] QCA 355
Decision Date: 23 December 2016

CaseChat Overview and Summary

JLF Corporation Pty Ltd, the appellant, and Matos, the respondent, were parties to a dispute concerning the validity of an exercise of a put option in relation to a property transaction. The appellant had originally sold the property to the respondent, with an agreement that included a put option allowing the respondent to sell the property back to the appellant under certain conditions. The crux of the dispute was whether the respondent could exercise the put option by delivering a contract based on the tenth edition of the REIQ/Queensland Law Society standard form, instead of the eighth edition as specified in the original agreement. The matter was brought before the court for determination of this issue.

The central legal issue that the court had to resolve was whether the respondent's use of the tenth edition of the standard form contract invalidated the exercise of the put option. Specifically, the court had to determine if the Put Option Agreement required the respondent to deliver a contract in the form of the eighth edition of the REIQ/Queensland Law Society standard form for the valid exercise of the put option. The appellant argued that the use of the incorrect edition of the contract nullified the exercise of the put option, while the respondent maintained that the primary judge's interpretation of the agreement was correct and that the exercise was valid.

The court found that the Put Option Agreement did indeed require the respondent to deliver a contract in the form of the eighth edition of the REIQ/Queensland Law Society standard form for the valid exercise of the put option. Consequently, the respondent's use of the tenth edition of the contract rendered the exercise of the put option invalid. The court held that the respondent's actions did not align with the specific requirements outlined in the Put Option Agreement, leading to the conclusion that the appeal should be allowed. The declarations and orders made in the Trial Division were set aside, and the originating application was dismissed. The court also ordered that the respondent pay the appellant's costs of the appeal and the costs of the application in the Trial Division.

Orders

Orders of the court

1. Allow the appeal.

2. Set aside the declarations and orders made in the Trial Division.

3. Dismiss the originating application.

4. Order that the respondent pay the appellant’s costs of the appeal and the costs of the application in the Trial Division.

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:	JLF Corporation Pty Ltd v Matos [2016] QCA 355
PARTIES:	JLF CORPORATION PTY LIMITED ACN 010 231 222 (appellant) v JOEL MARIO MATOS (respondent)
FILE NO/S:	Appeal No 3338 of 2016 SC No 1498 of 2016
DIVISION:	Court of Appeal
PROCEEDING:	General Civil Appeal
ORIGINATING COURT:	Supreme Court Brisbane – [2016] QSC 32
DELIVERED ON:	23 December 2016
DELIVERED AT:	Brisbane
HEARING DATE:	12 August 2016
JUDGES:	Fraser and Gotterson and Philip McMurdo JJA Separate reasons for judgment of each member of the Court, each concurring as to the orders made
ORDERs:	1. Allow the appeal. 2. Set aside the declarations and orders made in the Trial Division. 3. Dismiss the originating application. 4. Order that the respondent pay the appellant’s costs of the appeal and the costs of the application in the Trial Division.
CATCHWORDS:	CONVEYANCYING – OPTIONS – where the respondent purchased property from the appellant – where the respondent and the appellant entered into a Put Option Agreement whereby the appellant agreed to purchase back the property if the respondent sent a contract contained in a schedule prior to a certain date – where the respondent sought to exercise the put option – where the respondent used the tenth edition of the REIQ/Queensland Law Society standard form contract in lieu of the eighth edition of the contract attached to the Put Option Agreement – where the primary judge held that the respondent validly exercised the put option contained in a written Put Option Agreement between the respondent and the appellant dated February 2012 – where the appellant argued that the exercise of the put option was invalidated by the delivery of the tenth edition of the standard form contract rather than the edition contained within the Put Option Agreement – where the respondent submitted that the primary judge’s conclusions were correct – whether upon the proper construction of the Put Option Agreement, it required, for the valid exercise of the put option, that the respondent deliver a contract in the form of the eighth edition of the REIQ/Queensland Law Society standard form Property Agents and Motor Dealers Act 2000 (Qld) Property Occupations Act 2014 (Qld), s 1, s 160, s 165 Matos v JLF Corporation Pty Ltd [2016] QSC 32, related Phillips Fox (A Firm) v Westgold Resources NL [2000] WASCA 85, cited Quadling v Robinson (1976) 137 CLR 192; [1976] HCA 31, cited
COUNSEL:	G Gibson QC, with P D Hay, for the appellant M J Lawrence for the respondent
SOLICITORS:	Enyo Lawyers for the appellant No appearance for the respondent