Matos v JLF Corporation Pty Ltd - [2016] QSC 32

SUPREME COURT OF QUEENSLAND

CITATION:

Matos v JLF Corporation Pty Ltd [2016] QSC 32

PARTIES:

JOEL MARIO MATOS

(applicant)

v
JLF CORPORATION PTY LTD
ACN 010 231 222

(respondent)

FILE NO:

SC No 1489 of 2015

DIVISION:

Trial Division

PROCEEDING:

Originating Application

ORIGINATING COURT:

Supreme Court at Brisbane

DELIVERED ON:

4 March 2016

DELIVERED AT:

Brisbane

HEARING DATE:

23 February 2016

JUDGE:

Ann Lyons J

ORDER:

1. I will hear from the parties as to the precise form of orders and as to costs.

CATCHWORDS:

CONTRACTS – PARTICULAR PARTIES – VENDOR AND PURCHASER – GUARANTEES CONTAINED IN CONTRACTS AND COLLATERAL PROMISES – where the applicant purchased property off the plan from the respondent – where the applicant and the respondent entered into a put option agreement whereby the respondent agreed to purchase back the property if the applicant sent a contract contained in a schedule prior to a certain date – where the applicant sought to exercise the put option – where the contract contained in the schedule was a standard form REIQ contract – where the applicant used the most up-to-date REIQ contract in lieu of the contract attached to the put option – where the respondent did not sign the contract or acknowledge the applicant’s exercising the put option – where the respondent engaged two building inspectors without the applicant’s knowledge or consent – where the respondent alleges that the applicant breached the terms of the put option agreement, the contract for sale, and an equitable duty to keep the property in good repair and condition – whether the put option agreement was validly exercised by the applicant – whether specific performance should be ordered

CONVEYANCING – THE CONTRACT AND CONDITIONS OF SALE – OTHER PARTICULAR CONDITIONS – OTHER CASES – where the applicant purchased property off the plan from the respondent – where the applicant and the respondent entered into a put option agreement whereby the respondent agreed to purchase back the property if the applicant sent a contract contained in a schedule prior to a certain date – where the applicant sought to exercise the put option – where the contract contained in the schedule was a standard form REIQ contract – where the applicant used the most up-to-date REIQ contract in lieu of the contract attached to the put option – where the respondent did not sign the contract or acknowledge the applicant’s exercising the put option – where the respondent engaged two building inspectors without the applicant’s knowledge or consent – where the respondent alleges that the applicant breached the terms of the put option agreement, the contract for sale, and an equitable duty to keep the property in good repair and condition – whether the put option agreement was validly exercised by the applicant – whether specific performance should be ordered

CONVEYANCING – OPTIONS – where the applicant purchased property off the plan from the respondent – where the applicant and the respondent entered into a put option agreement whereby the respondent agreed…

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: [2016] QSC 32
Decision Date: 4 March 2016

CaseChat Overview and Summary

The applicant, Matos, purchased a property off the plan from the respondent, JLF Corporation Pty Ltd. They subsequently entered into a put option agreement where JLF Corporation agreed to repurchase the property if Matos provided a contract within a specified timeframe. When Matos sought to exercise this option, they sent a more recent version of the contract, instead of the one attached to the agreement. JLF Corporation refused to acknowledge the exercise of the option and engaged building inspectors without Matos's knowledge. JLF Corporation argued that Matos breached the put option agreement, the original contract for sale, and an equitable duty to maintain the property.

The court was required to determine if Matos validly exercised the put option agreement and if specific performance should be ordered. This involved examining the terms of the put option agreement, the effect of Matos sending a different version of the contract, and the consequences of JLF Corporation's refusal to acknowledge the exercise of the option. The court also had to consider whether Matos's actions constituted a breach of the original contract and any equitable duties.

The court found that the put option agreement was validly exercised by Matos, despite the discrepancy in the contract version sent. The court ruled that the exercise of the option was not dependent on JLF Corporation's acknowledgment or signature of the contract. The court considered that the most up-to-date contract used by Matos was substantially similar to the one required by the put option agreement. The court also found that JLF Corporation's refusal to acknowledge the exercise of the option and their independent actions did not invalidate the exercise. Regarding the equitable duty to maintain the property, the court found no evidence of a significant breach by Matos.

The court ordered that the matter be heard further to determine the precise form of orders and the allocation of costs.

Orders

Orders of the court

1. I will hear from the parties as to the precise form of orders and as to costs.

Background

Background to the litigation

Full text does not contain this section.

Evidence

Evidence Before The Court

Full text does not contain this section.

Decision

Reasons for decision

Full text does not contain this section.

Ratio Decidendi

Legal Principle Established

Full text does not contain this section.

CITATION:	Matos v JLF Corporation Pty Ltd [2016] QSC 32
PARTIES:	JOEL MARIO MATOS (applicant) v JLF CORPORATION PTY LTD ACN 010 231 222 (respondent)
FILE NO:	SC No 1489 of 2015
DIVISION:	Trial Division
PROCEEDING:	Originating Application
ORIGINATING COURT:	Supreme Court at Brisbane
DELIVERED ON:	4 March 2016
DELIVERED AT:	Brisbane
HEARING DATE:	23 February 2016
JUDGE:	Ann Lyons J
ORDER:	1. I will hear from the parties as to the precise form of orders and as to costs.
CATCHWORDS:	CONTRACTS – PARTICULAR PARTIES – VENDOR AND PURCHASER – GUARANTEES CONTAINED IN CONTRACTS AND COLLATERAL PROMISES – where the applicant purchased property off the plan from the respondent – where the applicant and the respondent entered into a put option agreement whereby the respondent agreed to purchase back the property if the applicant sent a contract contained in a schedule prior to a certain date – where the applicant sought to exercise the put option – where the contract contained in the schedule was a standard form REIQ contract – where the applicant used the most up-to-date REIQ contract in lieu of the contract attached to the put option – where the respondent did not sign the contract or acknowledge the applicant’s exercising the put option – where the respondent engaged two building inspectors without the applicant’s knowledge or consent – where the respondent alleges that the applicant breached the terms of the put option agreement, the contract for sale, and an equitable duty to keep the property in good repair and condition – whether the put option agreement was validly exercised by the applicant – whether specific performance should be ordered CONVEYANCING – THE CONTRACT AND CONDITIONS OF SALE – OTHER PARTICULAR CONDITIONS – OTHER CASES – where the applicant purchased property off the plan from the respondent – where the applicant and the respondent entered into a put option agreement whereby the respondent agreed to purchase back the property if the applicant sent a contract contained in a schedule prior to a certain date – where the applicant sought to exercise the put option – where the contract contained in the schedule was a standard form REIQ contract – where the applicant used the most up-to-date REIQ contract in lieu of the contract attached to the put option – where the respondent did not sign the contract or acknowledge the applicant’s exercising the put option – where the respondent engaged two building inspectors without the applicant’s knowledge or consent – where the respondent alleges that the applicant breached the terms of the put option agreement, the contract for sale, and an equitable duty to keep the property in good repair and condition – whether the put option agreement was validly exercised by the applicant – whether specific performance should be ordered CONVEYANCING – OPTIONS – where the applicant purchased property off the plan from the respondent – where the applicant and the respondent entered into a put option agreement whereby the respondent agreed…