Ledger v Cleveland Nominees Pty Ltd - [2001] WASCA 269

JURISDICTION : SUPREME COURT OF WESTERN AUSTRALIA

TITLE OF COURT : THE FULL COURT (WA)

CITATION: LEDGER -v- CLEVELAND NOMINEES PTY LTD [2001] WASCA 269

CORAM: WALLWORK J
WHEELER J
BURCHETT AUJ

HEARD: 13 AUGUST 2001

DELIVERED : 30 AUGUST 2001

FILE NO/S: FUL 106 of 2000

BETWEEN: KIM FRANCIS LEDGER
Appellant
AND
CLEVELAND NOMINEES PTY LTD
Respondent

Catchwords:

Sale of goods - Vendor's claim, not for damages, but for the price - Whether should have been limited to damages - Whether the price was "payable on a day certain, irrespective of delivery" within s 48(2) of the Sale of Goods Act - Provision for payment by a day construed as assuming delivery would by then have taken place - Discussion of authorities

Legislation:

Sale of Goods Act 1895, s 48(2)

Result:

Appeal allowed, and new trial ordered on the question of damages, subject to terms

Category: A

Representation:

Counsel:

Appellant: Mr P I Jooste
Respondent: Mr J C Curthoys

Solicitors:

Appellant: Mony de Kerloy
Respondent: Lynette P Quinlivan

Case(s) referred to in judgment(s):

Colley v Overseas Exporters [1921] 3 KB 302
Consolidated Rutile Ltd v China Weal Pty Ltd [1998] QSC 170
Dunlop v Grote (1845) 2 Car & K 153; 175 ER 64
Howes Bros v Queensland Milling Co (1897) 8 QLJ 83
Martin v Hogan (1917) 24 CLR 234
McEntire v Crossley Brothers, Limited [1895] AC 457
Minister for Supply and Development v Servicemen's Co‑operative Joinery Manufacturers Limited (1951) 82 CLR 621
Muller Mclean & Co v Leslie & Anderson [1921] WN (Eng) 235
Pordage v Cole (1669) 1 WmsSaund 319; 85 ER 449
Sandford v Dairy Supplies, Limited [1941] NZLR 141
Shell‑Mex, Limited v Elton Cop Dyeing Company Limited (1928) 34 Com Cas 39
Stein Forbes & Co v County Tailoring Company (1916) 115 LT 215
Style Finnish (Qld) Pty Limited v Abloy Security Pty Limited [1994] 2 Qd R 203
White and Carter (Councils) Ltd v McGregor [1962] AC 413

Case(s) also cited:

Nil

WALLWORK J: I agree with the reasons for judgment of Burchett AUJ and with the orders proposed by his Honour. There is nothing I wish to add.
WHEELER J: I have had the advantage of reading in draft the reasons for judgment of Burchett AUJ. I agree with these and with the orders proposed by his Honour.
BURCHETT AUJ: This appeal raises an unusual point of the law of the sale of goods. At issue is whether the respondent, the vendor of a Porsche racing car who was the plaintiff in the District Court, became entitled, upon the appellant defendant failing to take delivery, to sue for the price. The appellant's contention is that the vendor was limited, in the circumstances, to an action for damages. The learned judge found that the contract was in writing, being a letter from the vendor to the purchaser, with the purchaser's acceptance subscribed. The letter bore the date 6 February 1995, but her Honour held there was an error 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.

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Details

Case: [2001] WASCA 269
Decision Date: 30 AUGUST 2001

CaseChat Overview and Summary

The matter before the court involved a dispute between Ledger and Cleveland Nominees Pty Ltd. The primary issue was whether the vendor, Ledger, was entitled to claim the price of goods sold, or if this claim should be limited to damages for breach of contract. Ledger argued that the price was payable on a specific date, regardless of delivery, under section 48(2) of the Sale of Goods Act. Cleveland Nominees Pty Ltd contended that the court should not enforce the payment provision as it assumed delivery would have occurred by the specified date.

The court was required to determine whether the price stipulated in the contract was indeed payable on a fixed date, irrespective of delivery, and if this provision should be interpreted to mean that delivery would be complete by that date. The court examined relevant case law to ascertain the proper interpretation and application of section 48(2) of the Sale of Goods Act in this context. It considered the broader implications of construing such provisions and the effect on contractual obligations between parties.

After a thorough examination of the contract terms and relevant authorities, the court concluded that the provision for payment by a certain date did not imply that delivery would necessarily have taken place by that date. Instead, the court held that the provision should be interpreted in the context of the overall agreement, without inferring an assumption about the timing of delivery. Consequently, the court ruled in favour of Ledger, affirming that the vendor was entitled to claim the price as stipulated in the contract, rather than being limited to damages. This decision underscored the importance of interpreting contractual terms in accordance with the parties' intentions and the legal framework governing sales of goods.

The court's final order recognised Ledger's entitlement to claim the full purchase price from Cleveland Nominees Pty Ltd, in line with the contractual terms. The judgment provided clarity on the interpretation of payment provisions in sales contracts, reinforcing the principle that such terms should be construed in the context of the entire agreement and without inferring additional conditions not explicitly stated.

Orders