Latimore Pty Ltd v Lloyd

Case [2020] QSC 136

SUPREME COURT OF QUEENSLAND

CITATION:

Latimore Pty Ltd v Lloyd [2020] QSC 136

PARTIES:

LATIMORE PTY LTD ACN 159 967 852

(Applicant)

v

PETER GEORGE LLOYD

(First Respondent)
and
TESSA THERESA LLOYD

(Second Respondent)

FILE NO/S:

BS No 4767 of 2020

DIVISION:

Trial Division

PROCEEDING:

Application

DELIVERED ON:

27 May 2020

DELIVERED AT:

Brisbane

HEARING DATE:

19 May 2020

JUDGE:

Bowskill J

ORDER:

Declaration and orders for specific performance of the contract dated 22 February 2020 will be made, as set out in paragraph [32] below, subject to confirming the date in order 3.

CATCHWORDS:

CONVEYANCING – THE CONTRACT AND CONDITIONS OF SALE – OTHER PARTICULAR CONDITIONS – where a contract for the sale of real property included a special condition requiring the Seller to provide a Pool Safety Certificate to the Buyer “7 days prior to Settlement” – where the Buyer purported to terminate the contract at 5.03 pm on the relevant day, on the basis that the Seller had breached the special condition – where the Seller provided the Certificate at 6.31 pm on the relevant day – where there is a dispute as to the proper construction of the special condition – where the Seller relies upon the principle that where a contract specifies a date by which something is to occur, satisfaction of the obligation can occur at any time on that day – where the Buyer contends the general notice provision of the contract applied to the special condition, so as to require the Certificate to be provided by 5 pm, failing which it would be treated as provided at 9 am the following day – alternatively, whether the time period under the special condition was properly construed as seven consecutive time periods of 24 hours prior to the event of settlement – whether the Buyer was entitled to terminate the contract

Afovos Shipping Co SA v Pagnan [1983] 1 WLR 195
Aussie Invest Corporation Pty Ltd v Pulcesia Pty Ltd (2005) 13 VR 168
Australian Broadcasting Commission v Australasian Performing Right Association Ltd (1973) 129 CLR 99
Durrant v Gardner [2000] QDC 198
Ecosse Property Holdings Pty Ltd v Gee Dee Nominees Pty Ltd (2017) 261 CLR 544
Electricity Generation Corporation v Woodside Energy Ltd (2014) 251 CLR 640
Ex parte Robertson [1983] 1 Qd R 526
Forster v Jododex Australia Pty Ltd (1972) 127 CLR 421
Greencapital Aust Pty Ltd v Pasminco Cockle Creek Smelter Pty Ltd [2019] NSWCA 53
Lester v Garland [1808-13] All ER Rep 436; (1808) 15 Ves 248 [33 ER 748]
Mitano Pty Ltd v Hardoin [2005] QSC 402
Mearns v Parras Holdings Pty Ltd [1994] ANZ ConvR 500
Mount Bruce Mining Pty Ltd v Wright Prospecting Pty Ltd (2015) 256 CLR 104
Pacific Carriers Ltd v BNP Paribas (2004) 218 CLR 451
Paclyn Pty Ltd v GP Harris Real Estate Pty Ltd (1987) BPR 9267
STX Pan Ocean Co Ltd v Bowen Basin Coal Group Pty Ltd (No 2) [2010] FCA 1240
Toll (FGCT) Pty Ltd…

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Latimore Pty Ltd v Lloyd [2020] QSC 136
Case
[2020] QSC 136
Decision Date

CaseChat Overview and Summary

Latimore Pty Ltd, the purchaser, brought an action against Lloyd, the vendor, in the Supreme Court of New South Wales seeking specific performance of a contract for the sale of real property. The dispute centred on whether the vendor had breached a special condition in the contract requiring the provision of a Pool Safety Certificate to the purchaser 7 days prior to Settlement. The purchaser purported to terminate the contract, arguing that the vendor had not provided the Certificate by the time the contract was set to terminate at 5.03 pm on the relevant day. The vendor provided the Certificate at 6.31 pm on the same day. The court was required to determine the proper construction of the special condition and whether the purchaser was entitled to terminate the contract.

The court considered whether the principle that a contractual obligation can be satisfied at any time on the specified date applied, or whether the general notice provision of the contract applied to the special condition. The court also considered whether the time period under the special condition was properly construed as seven consecutive 24-hour periods prior to the event of settlement. The court held that the principle applied, and that the purchaser was not entitled to terminate the contract.

The court found that the special condition did not specify the time of day on which the Certificate was to be provided, and therefore, the vendor's obligation could be satisfied at any time on the seventh day prior to Settlement. The court further held that the general notice provision of the contract did not apply to the special condition, and that the time period under the special condition was properly construed as seven consecutive 24-hour periods prior to the event of settlement. Accordingly, the purchaser was not entitled to terminate the contract. The court made orders for specific performance of the contract, subject to confirming the date in order 3.

Orders

Orders of the court

Declaration and orders for specific performance of the contract dated 22 February 2020 will be made, as set out in paragraph [32] below, subject to confirming the date in order 3.

Background

Background to the litigation

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Evidence

Evidence Before The Court

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Decision

Reasons for decision

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Ratio Decidendi

Legal Principle Established

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