Joseph Finance and Investment Pty Ltd v Eastwood Retirement Pty Ltd

Joseph Finance and Investment Pty Ltd brought an action against Eastwood Retirement Pty Ltd in the Supreme Court of Victoria, seeking specific performance and damages for breach of contract. The case revolved around a Deed of Option to purchase villas in a Retirement Village, whereby Eastwood Retirement agreed to grant Joseph Finance the option to purchase the Retirement Business from Eastwood Retirement. Joseph Finance alleged that Eastwood Retirement had failed to use reasonable endeavours to complete the proposed development and had not done everything reasonably necessary or desirable to give full effect to the provisions of the Option Deed.

The court was required to determine whether Eastwood Retirement had used reasonable endeavours to complete the proposed development and whether it had done everything reasonably necessary or desirable to give full effect to the provisions of the Option Deed. The court also had to consider whether the Option Deed was an enforceable agreement and whether the terms of the Sale Agreement were void for uncertainty. Additionally, the court had to decide whether Eastwood Retirement's internal practices or financial viability considerations could be used as a defence against the breach of contractual obligations.

The court found that the Option Deed was binding and enforceable, and that Eastwood Retirement had breached its contractual obligations by failing to use reasonable endeavours to complete the proposed development. The court held that Eastwood Retirement's internal practices or financial viability considerations could not be used as a defence against the breach of contractual obligations. The court awarded Joseph Finance damages for loss of opportunity and applied the Sellars discount, resulting in a total award of $2,000,000. The court further ordered Eastwood Retirement to pay Joseph Finance's costs of the proceeding.