Mattben Pty Ltd and Jencolden Pty Ltd v Gilchrist Nominees Pty Ltd

In the matter of *Mattben Pty Ltd and Jencolden Pty Ltd v Gilchrist Nominees Pty Ltd*, the Supreme Court of Victoria considered a dispute concerning the validity of a notice to exercise an option to purchase land. The applicants, Mattben Pty Ltd and Jencolden Pty Ltd, sought declarations that the notice was invalid and that the option had not been exercised. The respondent, Gilchrist Nominees Pty Ltd, contended that the notice was valid and that the option had been duly exercised.

The central legal issue before the Court was whether the notice to exercise the option to purchase the land complied with the specific requirements stipulated in the option agreement. This involved an examination of the contractual terms governing the exercise of the option, particularly concerning the method and recipient of the notice. The Court was required to interpret the language of the option agreement to determine if the notice provided by the respondent satisfied these contractual conditions.

Justice Irgang reasoned that the option agreement clearly stipulated that notice of exercise was to be given to the registered proprietor of the land. The evidence demonstrated that the notice was sent to the company that was the registered proprietor at the time the option was granted, but that company had since been deregistered. The Court found that the notice was therefore not given to the current registered proprietor, which was a different entity. Consequently, the notice did not comply with the express terms of the option agreement.

The Court therefore declared that the notice to exercise the option to purchase the land was invalid and that the option had not been exercised.