Ledlin v Harperway Pty Ltd - [2021] VSC 745

IN THE SUPREME COURT OF VICTORIA

AT MELBOURNE
COMMON LAW DIVISION
PROPERTY LIST

S ECI 2020 04502

OSCAR LEDLIN	Plaintiff
v
HARPERWAY PTY LTD (ACN 610 562 108) as trustee for The Lu Family Trust	Defendant

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JUDGE:	Ierodiaconou AsJ
WHERE HELD:	Melbourne
DATE OF HEARING:	8 September 2021 (supplementary submissions 28 October 2021 and 4 November 2021)
DATE OF RULING:	15 November 2021
CASE MAY BE CITED AS:	Ledlin v Harperway Pty Ltd
MEDIUM NEUTRAL CITATION:	[2021] VSC 745	(First Revision: 17 November 2021)

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PRACTICE AND PROCEDURE – Application for summary dismissal – Sections 62, 63 and 64 of Civil Procedure Act 2010 (Vic) - Whether the parties intended to create legally binding obligations - Bai v Lightspeed Finance Pty Ltd [2021] VSC 543 – Application for summary dismissal granted.

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APPEARANCES:	Counsel	Solicitors
For the Plaintiff	Mr P H Caillard	Madgwicks Lawyers
For the Defendant	Mr P S Noonan	Jasper Lawyers

TABLE OF CONTENTS

Evidence............................................................................................................................................... 1

Background......................................................................................................................................... 1

Pleadings........................................................................................................................................ 3

Submissions........................................................................................................................................ 4

Defendant’s submissions............................................................................................................. 6
Plaintiff’s submissions................................................................................................................ 10

Analysis.............................................................................................................................................. 15

Applicable principles for summary dismissal........................................................................ 15
Should the proceeding be summarily dismissed?................................................................. 17
Conclusion.................................................................................................................................... 25

HER HONOUR:

By summons filed on 9 August 2021 the defendant seeks to have the plaintiff’s claim summarily dismissed pursuant to s 62 and 63 of the Civil Procedure Act 2010 (‘CPA’). In the alternative, the defendant seeks to have the plaintiff’s statement of claim struck out in accordance with r 23.02 of the Supreme Court (General Civil Procedure) Rules 2015 (‘the Rules’).

Evidence

The defendant relies on the affidavit of its solicitor Sai Yuen Jasper Kwok affirmed 6 August 2021 (‘Kwok 6 August 21 affidavit’).

The plaintiff relies on his affidavit sworn 30 August 2021 (‘Ledlin 30 August 21 affidavit’).

Background

The defendant is the registered proprietor of the property known as 89 Lewis Road, Wantirna South and more particularly described in Volume 08675 folio 134 (‘the property’).[1]
[1]Title search produced on 8 September 2021 (provided to Chambers by email on 8 September 2021).

In 2020, the property was marketed for sale. The defendant’s selling agent was Jones Lang LaSalle (‘JLL’).

On 20 August 2020, the plaintiff sent an offer to purchase the property for $8,550,000 to Simon Wellock of JLL.[2] There followed an exchange of emails between the plaintiff and JLL.[3] This included an email of 29 September 2020 in which the plaintiff offered to purchase the property for $9 million, with a $5,000 refundable deposit.[4]
[2]Exhibit ‘OL-1’ to the Ledlin 30 August 21 affidavit.
[3]Exhibits ‘OL-2’-‘OL-8’ to the Ledlin 30 August 21 affidavit.
[4]Exhibit ‘OL-7’ to the Ledlin 30 August 21 affidavit.

On 6 October 2020, the plaintiff paid an amount of $5,000 to JLL in respect of the property. This payment was made in accordance with his obligations pursuant to the letter of intent.[5]
[5]This is agreed between the parties: see paragraph 6 of the statement of claim and paragraph 6 of the defence.

On 12 October 2020, the plaintiff and defendant signed a letter with the heading…

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: [2021] VSC 745
Decision Date: 15 November 2021

CaseChat Overview and Summary

The case of Ledlin v Harperway Pty Ltd involved an application for summary dismissal. The plaintiff, Ledlin, alleged that the defendant, Harperway Pty Ltd, had breached a contract. The matter was heard in the County Court of Victoria. The primary issue before the court was whether the parties had intended to create legally binding obligations. This question was pivotal as it determined whether the court had jurisdiction to hear the matter or if it should be summarily dismissed.

The court considered the relevant provisions of the Civil Procedure Act 2010 (Vic) and the case of Bai v Lightspeed Finance Pty Ltd [2021] VSC 543. The court found that the evidence presented did not demonstrate an intention to create legally binding obligations. The terms of the alleged agreement were ambiguous and did not clearly indicate an intention to form a legally enforceable contract. Given this, the court concluded that the plaintiff's claims were unlikely to succeed, and the application for summary dismissal was granted.

The reasoning of the court was grounded in the principles established in Bai v Lightspeed Finance Pty Ltd, where it was held that for a contract to be legally binding, there must be a clear intention to create legal relations. The court found that the evidence did not meet this threshold. As a result, the application for summary dismissal was successful, and the case was dismissed without proceeding to a full hearing.

Orders