Laurinda Pty Ltd v Ahern - [1988] HCATrans 221

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IN THE HIGH COURT OF AUSTRALIA

Office of the Registry

Brisbane No B30 of 1988
B e t w e e n -
LAURINDA PTY LTD

First Appellant

and
JOHN AHERN, ELIZABETH JOAN AHERN, JOHN NORMAN HOLDWAY and SUZAN~ JANN HOLDWAY

Second Appellants

and
CAPALABA PARK SHOPPING CENTRE
PTY LTD

Respondent

Laurinda(2)

MASON CJ~ BRENNAN J DEANE J

DAWSON J

GAUDRON J

TRANSCRIPT OF PROCEEDINGS

AT CANBERRA ON TUESDAY, 4 OCTOBER 1988, AT 10.16AM

C2Tl/l/AC

4/10/88

MR D.F. JACKSON, QC:. May it please the Court, I appear

with my learned friends, MR K.C. FLEMING and
MR N.J. THOMPSON, for the appellants.
(instructed by Philip D. Hishon & Co)

MR J. GALLAGHER, QC:

May it please the Court, I appear

with my learned friend, MR A.E. LYONS, for the
respondent. (instructed by Flower & Hart)

MASON CJ:

Yes, Mr Jackson.

MR JACKSON:

Your Honours, may I hand to the Court copies of our outline of submissions.

MASON CJ:

Yes. Thank you.

MR JACKSON:

As Your Honours will have seen the ultimate issu~ in our submission, is whether the first

appellant was entitled to terminate for breach

an agreement for lease entered into between it

as lessee and the respondent as lessor in

October 1985.

Your Honours, the agreement is

set out at page 126 - I will come to its terms

a little later if I may, but it has annexed to

it a number of documents including, significantly,

a document which is in the form of a registrable

lease which was to be the lease resulting from

the agreement.

Your Honours, the parties named as the second
appellants were guarantors of the obligations

of the first appellant. The instrument of guarantee

appears at page 125. Your Honours, I have referred
to the fact that the first appellant purported
to terminate the agreement for breach; the nature
of the breach was failure to procure the registration
of the lease or, to put it alternatively, failure

to deliver to us the lease in registrable form.
I put it in those alternative ways, Your Honours,
because the contract does not in terms say that

the respondent was to procure registration although
it suggests that it was. But, in any event,
it perhaps does not matter because we were asked
to and did pay the costs of registration on the
apparent understanding in the documents that
the registration would be effected on behalf
of the respondent. But, Your Honours, perhaps
it does not matter one way or the other but I
mention it in passing because the reasons for
judgment express the matter in terms of the
alternatives.
Your Honours, could I just say one or two

more things concerning the material facts before
turning to the issues upon which the appeal turns.

The agreement - at page 176 - was for the grant

C2Tl/2/AC	2	4/10/88
Laurinda(2)

of a lease to the first appellant of, what may
shortly be described as, shop…

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 Laurinda Pty Ltd v Ahern

Details

AGLC: Laurinda Pty Ltd v Ahern [1988] HCATrans 221
Case: [1988] HCATrans 221
Decision Date

CaseChat Overview and Summary

Laurinda Pty Ltd, the first appellant, entered into an agreement for a lease of shop 79 in the Capalaba Shopping Centre with the respondent, John Ahern. The second appellants were guarantors of Laurinda's obligations. Laurinda purported to terminate the agreement for breach, alleging the respondent's failure to procure the registration of the lease or to deliver it in registrable form. The High Court of Australia was required to determine whether Laurinda was entitled to terminate the agreement for breach.

The central legal issue before the High Court was whether the respondent had breached the agreement for lease by failing to procure the registration of the lease, thereby entitling Laurinda to terminate. The agreement contemplated a registered lease, conveying a legal rather than merely an equitable estate. The parties had paid the costs of registration, with the understanding that the respondent would effect the registration.

The High Court, in its judgment, considered the terms of the agreement and the conduct of the parties. The court's reasoning focused on the respondent's obligation to provide a registrable lease. The court determined that the respondent had failed to fulfil this obligation, constituting a breach of the agreement. This breach was found to be fundamental, justifying Laurinda's termination of the agreement. The court applied principles of contract law concerning breach and termination, particularly where a party fails to perform a material obligation that goes to the root of the contract.

Orders