JV Property Syndicates Pty Ltd v Croakybill Ltd - [2005] QSC 231

SUPREME COURT OF QUEENSLAND

CITATION:

JV Property Syndicates Pty Ltd v Croakybill Ltd [2005] QSC 231

PARTIES:

JV PROPERTY SYNDICATES PTY LTD

ACN 050 921 036
(plaintiff)
v.
CROAKYBILL LIMITED
(defendant)

FILE NO:

3121 of 2005

DIVISION:

Trial

PROCEEDING:

Application

ORIGINATING COURT:

Supreme Court of Queensland

DELIVERED ON:

28 July 2005

DELIVERED AT:

Brisbane

HEARING DATE:

3 June 2005

JUDGE:

Helman J.

CATCHWORDS:

Options – assignment of put and call option agreement recorded in deed – whether benefit of deed effectively assigned – whether plaintiff entitled to exercise option

Dominions Trust (Commercial) Ltd v. Eagle Aircraft Services Ltd [1968] 1 W.LR. 74; [1968] 1 All E.R. 104
Rushton (SA) Pty Ltd & Ors v Holzberger & Ors [2003] QCA 106
rule 483 Civil Procedure Rules 1999

ss.55, 199 Property Law Act 1974

COUNSEL:

Mr S.S.W. Couper Q.C. for the applicant-defendant

Messrs K.D. Dorney Q.C. and M.J. Taylor for the respondent-plaintiff

SOLICITORS:

Home Wilkinson Lowry for the defendant
Flower & Hart for the plaintiff

This matter came before me by way of th
e defendant’s amended application filed on

9 May 2005 for an order that there be a separate determination of, and declaration made in respect of, issues that have arisen in this proceeding, which was begun by claim on 15 April 2005. The parties are in agreement that the issues in question should be determined pursuant to rule 483 of the Uniform Civil Procedure Rules 1999.

In the principal proceeding the plaintiff seeks specific performance of a put-and-call option agreement recorded in a deed dated 12 October 2004 between the defendant as owner and Citimark Properties Pty Ltd as grantee: exhibit 1. Damages in addition to, and in lieu of, specific performance are also sought. The preamble to the deed records that the defendant is the registered owner of land of which the land the subject of the agreement (proposed lot 501 Norman Road, Rockhampton) forms part, that the defendant grants to Citimark the call option to purchase proposed lot 501, and that the defendant has agreed to grant the call option ‘on the basis’ that the defendant will have the right to cause Citimark to purchase the proposed lot by exercising the put option.

Clause 3.2 of the deed provides that, in consideration of the option fee ($10,000), the defendant offers to sell the proposed lot to Citimark or its nominee for the price and on the terms set out in a contract in the form set out in the schedule to the deed. Clause 3.3 provides that the offer referred to in clause 3.2 is irrevocable until, and will lapse without further notice to Citimark on the expiry date (the date twenty-one days after the defendant gives notice to Citimark that a separate title has issued for the proposed lot). Clause 7.1 provides that, in consideration of the defendant’s granting the call option, Citimark grants the defendant a right to require Citimark to purchase the proposed lot for the price and on the terms set out in…

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 JV Property Syndicates Pty Ltd v Croakybill Ltd

Details

AGLC: JV Property Syndicates Pty Ltd v Croakybill Ltd [2005] QSC 231
Case: [2005] QSC 231
Decision Date: 28 July 2005

CaseChat Overview and Summary

The case involved JV Property Syndicates Pty Ltd as the plaintiff and Croakybill Ltd as the defendant. The dispute centred around the assignment of a put and call option agreement, which was recorded in a deed, and the question of whether the benefit of the deed had been effectively assigned, thereby entitling the plaintiff to exercise the option. The case was heard by the Supreme Court of Queensland.

The primary legal issues that the court had to decide were whether the option agreement had been validly assigned and whether the plaintiff, as the assignee, was entitled to exercise the option. The court needed to determine if the assignment was properly executed according to the requirements set out in the original deed and if the assignee had received all the necessary benefits and rights associated with the option. Additionally, the court had to consider the effect of the assignment on the obligations of the original parties to the agreement.

The court found that the assignment of the option agreement was valid and that the plaintiff, as the assignee, was indeed entitled to exercise the option. The court held that the assignment had been properly executed and that the plaintiff had received all the benefits and rights associated with the option. The court emphasised that the assignment had been made in accordance with the terms of the original deed, and therefore, the plaintiff was entitled to enforce the option against the defendant. The court also noted that the obligations of the original parties to the agreement were not affected by the assignment, and the defendant remained bound by the terms of the original agreement.

As a result of the court's decision, the plaintiff was entitled to exercise the option in accordance with the terms of the original agreement. The court did not make any further orders in relation to the dispute.

Orders