Lindaning Pty Ltd (Receivers and Managers Appointed) v Dean Goodlock and Michael Gore

The matter between Lindaning Pty Ltd (Receivers and Managers Appointed) and Dean Goodlock and Michael Gore was heard by the court, with the central issue being the vendor's pursuit of specific performance of a contract of sale concerning lots in a community title scheme. The vendor sought specific performance as the buyers, Dean Goodlock and Michael Gore acting as trustees for the Gorelock Unit Trust, claimed they could not raise sufficient finance to complete the purchase. The court was required to determine whether specific performance was available given the buyers' financial constraints and whether damages would adequately compensate the vendor for the failure to provide the remaining purchase price.

The court examined the preconditions necessary for granting specific performance, particularly focusing on the inadequacy of damages as an alternative remedy. The court considered the buyers' inability to provide the necessary funds, which made the execution of the contract impossible, and whether this established a valid ground for refusing specific performance. Additionally, the court evaluated the defence of unclean hands raised by the purchasers, which centred on the argument that the vendor was not ready, willing, and able to complete the transaction due to the form of the transfer document. The purchasers contended that the vendor's reliance on a particular transfer document, prepared by the purchasers' solicitors, indicated an unwillingness to perform, while the vendor argued it had demonstrated readiness and willingness to complete the sale.

The court ruled that the buyers' inability to raise the necessary funds rendered specific performance futile or impossible, thereby justifying refusal of the remedy. The court concluded that damages would not be an adequate substitute for specific performance due to the unique nature of the property in question. Regarding the defence of unclean hands, the court found that the purchasers' argument did not hold as the vendor's readiness to complete the sale was not contingent upon the specific form of the transfer document. The court granted the vendor's application for summary judgment, dismissing the buyers' defences and ordering the specific performance of the contract or, alternatively, the sale of the property with the proceeds to be applied to the outstanding purchase price.