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Lahodiuk v Pace

Lahodiuk v Pace

Case [2013] NSWSC 512 9 May 2013

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Supreme Court

New South Wales

Medium Neutral Citation: Michael Lahodiuk v Vincent Pace and Prid Pty Ltd [2013] NSWSC 512
Hearing dates: 7 May 2013
Decision date: 09 May 2013
Jurisdiction: Equity Division
Before: Sackar J
Decision:
Order that the Heads of Agreement be specifically performed.

Catchwords: CONTRACTS - heads of agreement - separate determination - whether binding agreement - whether to grant specific performance.
Cases Cited: A W Ellis Engineering Pty Limited and Ors v Malago Pty Limited and Ors [2012] NSWSC 55
Allen v Carbone (1975) 132 CLR 528
Anaconda Nickel Ltd v Tarmoola Pty Ltd (2000) 22 WAR 101
Australian Broadcasting Corporation v XIVth Commonwealth Games Ltd (1988) 18 NSWLR 540
Byrnes & Anor v Kendle (2011) 243 CLR 253
G R Securities Pty Limited v Baulkham Hills Private Hospital Pty Limited (1986) 40 NSWLR 631
Geebung Investments Pty Ltd v Varga Group Investments No 8 Pty Ltd (1995) 7 BPR 14,551
Godecke v Kirwan (1973) 129 CLR 629
International Air Transport Association v Ansett Australia Holdings Ltd (2008) 234 CLR 151
Masters v Cameron (1954) 91 CLR 353
Pacific Carriers Ltd v BNP Paribas (2004) 218 CLR 451
Phiga Pty Ltd and Others v Roche and Others (2011) 278 ALR 209
Powell v Jones [1968] SASR 394
Taylor v Johnson (1983) 151 CLR 422
Toll (FGCT) Pty Ltd v Alphapharm Pty Ltd (2004) 219 CLR 165
Texts Cited: K Lewison and D Hughes, The Interpretation of Contracts in Australia, (2012) Thomson Reuters
W W Story, A Treatise on the Law of Contracts not under Seal, (1844) Boston
Category: Interlocutory applications
Parties: Michael Lahodiuk (Plaintiff)
Vincent Pace (First Defendant)
Prid Pty Ltd (ACN 002 244 420) (Second Defendant)
Representation: Counsel:
Kim Morrissey (Plaintiff)
Robert White (Defendants)
Solicitors:
Stockman & Evans (Plaintiff)
Kalmath Lawyers (Defendants)

File Number(s): 2010/341866

ex tempore Judgment (revised 9 May 2013)

The proceedings

The plaintiff, Michael Lahodiuk (the Plaintiff) commenced proceedings against Vincent Pace (the First Defendant) and Prid Pty Ltd ACN 002 244 420 (the Second Defendant) by a statement of claim filed on 12 October 2010 seeking, among other relief, a declaration that a partnership between himself and (either or both of) the First and Second Defendants had been dissolved from 5 January 2009, and consequential orders for the winding up and taking of account of the assets and liabilities of the partnership. A defence was filed on 28 April 2011 on behalf of the First and Second Defendants.

On 12 September 2012 when the matter was listed for a pre-trial directions hearing, Nicholas J directed the parties to attend mediation before Senior Deputy Registrar, Paul Studdert. At the conclusion of what appears to have been a mediation of some hours held on 11 October 2012, the parties dated and executed a handwritten document (the Heads of Agreement) which was in the following terms:

2010/341866

MICHAEL LAHODIUK

V

VINCENT PACE PRID PTY LIMITED

HEADS OF AGREEMENT

1. The Plaintiff will pay Prid Pty Ltd the sum of…

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 Lahodiuk v Pace

Details

AGLC: Lahodiuk v Pace [2013] NSWSC 512
Case: [2013] NSWSC 512
Decision Date: 09 May 2013

CaseChat Overview and Summary

The case of Lahodiuk v Pace involved a dispute over the enforceability of a heads of agreement. The plaintiff, Lahodiuk, sought specific performance of an agreement between the parties, which was contested by the defendant, Pace. The matter was heard in the Supreme Court of New South Wales. The primary issues for determination were whether the heads of agreement constituted a binding contract and, if so, whether specific performance should be granted.

The court was required to assess whether the heads of agreement met the necessary criteria for enforceability as a binding contract. This included examining whether the document contained all essential terms and whether there was an intention to create legal relations. The court also needed to consider whether specific performance was an appropriate remedy in light of the circumstances surrounding the agreement.

The court found that the heads of agreement did not contain all the essential terms to constitute a binding contract, as several key details were still to be negotiated. Consequently, the court held that there was no binding agreement. The court also concluded that specific performance was not appropriate in the absence of a binding contract. Therefore, the plaintiff's claim for specific performance was dismissed.

The final orders of the court were that the plaintiff's claim for specific performance be dismissed and that the defendant bear the costs of the proceedings.

Orders