MERCATOR PROPERTY CONSULTANTS PTY LTD -v- SUMAMPOW [2000] WASC 157
Pending Appeal
| SUPREME COURT OF WESTERN AUSTRALIA | Citation No: | [2000] WASC 157 | |
| Case No: | CIV:2122/1998 | 15-19 MAY 2000 | |
| Coram: | HEENAN J | 16/06/00 | |
| 20 | Judgment Part: | 1 of 1 | |
| Result: | Judgment for plaintiff for balance of purchase price and interest Counterclaim dismissed | ||
| PDF Version |
| Parties: | MERCATOR PROPERTY CONSULTANTS PTY LTD (ACN 008 737 022) ROBBY SUMAMPOW |
Catchwords: | Contracts Deeds Construction and interpretation Sale of shares in company operating casino and resort complex Conditions precedent Fulfilled after specified date Subsequent payment and acceptance of instalments of purchase price Application by vendor prior to completion date for appointment of receiver and manager of company Casino licence cancelled Purchaser pleading no effective contract after deadline for fulfilment of conditions precedent Alternative pleading of breach by vendor of implied term to preserve subject matter of purchase |
Legislation: | Nil |
Case References: | Ansett Transport Industries (Operations) Pty Limited v The Commonwealth of Australia & Ors (1977) 139 CLR 54 Butt v McDonald (1896) 7 QLJ 68 Gange v Sullivan (1966) 116 CLR 418 Hichens Harrison Woolston & Co v Jackson & Sons [1943] AC 266 London Founders Association Ltd and Palmer v Clarke (1888) 20 QBD 576 Nullagine Investments Pty Ltd v The Western Australian Club Inc (1992) 177 CLR 635 Perri v Coolangatta Investments Pty Ltd (1982) 149 CLR 537 Amalgamated Investment & Property Co Ltd v Commerce International Bank Ltd [1982] 1 QB 84 Atlas Truck Services Pty Ltd (1974) 24 FLR 220 Australian Coarse Grains Pool Pty Ltd v Barley Marketing Board [1989] 1 Qd R 499 Australian Mutual Provident Society v 400 St Kilda Road Pty Ltd [1990] VR 646 Bensley v Burdon (1830) 8 LJ (os) Ch 85 Bermingham v Sheridan 55 ER 525 Beswick v Beswick [1968] AC 58 Bowman v Taylor 2 AD & E 279 Carpenter v Buller (1841) 8 M & W 209 Codelfa Construction Proprietary Limited v State Rail Authority of New South Wales [1982] 149 CLR 337 Commonwealth v Verwayen (1990) 170 CLR 394 Daintree Rainforest Resort Pty Ltd (1999) 17 ACLC 585 Darter Pty Ltd v Malloy [1993] 2 Qd R 615 Dean and Westham Holdings Pty Ltd v Lloyd (1990) 3 WAR 235 Equitable Life Assurance of the US v Bogie (1905) 3 CLR 878 Ex Parte Dawes; Re Moon (1886) 17 QBD 275 Fernlake Pty Ltd (1994) 12 ACLC 453 Fexuto Pty Ltd v Bosnjak Holdings Pty Ltd (No 1) (1998) 28 ACSR 688 Gray Eisdell Timms Pty Ltd v Combined Auctions Pty Ltd (1998) 16 ACLC 252 Greer v Kettle [1938] AC 156 Gregory v MAB Pty Ltd (1989) 1 WAR 1 Hooker Industrial Developments Pty Ltd v Trustees of the Christian Brothers [1977] 2 NSWLR 109 Hughes v Metropolitan Railway (1877) 2 App Cas 439 Hughes v The Queen [2000] HCA 22 Immer (No 145) Pty Ltd v The Uniting Church in Australia Property Trust (NSW) (1992) 182 CLR 26 Industrial Acceptance Corp Ltd v… |
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- AGLC
- Mercator Property Consultants Pty Ltd v Sumampow [2000] WASC 157
- Case
- [2000] WASC 157
- Decision Date
CaseChat Overview and Summary
The case of Mercator Property Consultants Pty Ltd v Sumampow was heard by the Supreme Court of Victoria. The dispute arose from a sale of shares in a company operating a casino and resort complex. The purchaser, Sumampow, contended that there was no effective contract after the deadline for the fulfilment of conditions precedent, or, in the alternative, that the vendor breached an implied term to preserve the subject matter of the purchase. The vendor, Mercator Property Consultants, sought payment of the balance of the purchase price and interest.
The central legal issues were whether the conditions precedent had been met and, if so, whether the vendor breached an implied term to preserve the subject matter of the purchase. The court had to determine if the conditions precedent were satisfied after the specified date and if the subsequent payment and acceptance of instalments of the purchase price constituted a novation of the original contract. Additionally, the court needed to consider whether the vendor's application for the appointment of a receiver and manager of the company, leading to the cancellation of the casino licence, constituted a breach of an implied term.
The court found that the conditions precedent were fulfilled after the specified date, and the subsequent payment and acceptance of instalments of the purchase price did not amount to a novation of the original contract. The court held that the purchaser's argument that there was no effective contract after the deadline for fulfilment of conditions precedent was without merit. Furthermore, the court dismissed the alternative pleading of breach by the vendor of an implied term to preserve the subject matter of the purchase. The court held that the vendor's actions did not amount to a breach of such an implied term.
Accordingly, judgment was entered for the plaintiff for the balance of the purchase price and interest. The counterclaim was dismissed. The court ruled that the purchaser was liable to pay the outstanding amount of the purchase price, along with interest, to the vendor. The court did not find any merit in the purchaser's alternative argument, and the counterclaim was accordingly dismissed.
The central legal issues were whether the conditions precedent had been met and, if so, whether the vendor breached an implied term to preserve the subject matter of the purchase. The court had to determine if the conditions precedent were satisfied after the specified date and if the subsequent payment and acceptance of instalments of the purchase price constituted a novation of the original contract. Additionally, the court needed to consider whether the vendor's application for the appointment of a receiver and manager of the company, leading to the cancellation of the casino licence, constituted a breach of an implied term.
The court found that the conditions precedent were fulfilled after the specified date, and the subsequent payment and acceptance of instalments of the purchase price did not amount to a novation of the original contract. The court held that the purchaser's argument that there was no effective contract after the deadline for fulfilment of conditions precedent was without merit. Furthermore, the court dismissed the alternative pleading of breach by the vendor of an implied term to preserve the subject matter of the purchase. The court held that the vendor's actions did not amount to a breach of such an implied term.
Accordingly, judgment was entered for the plaintiff for the balance of the purchase price and interest. The counterclaim was dismissed. The court ruled that the purchaser was liable to pay the outstanding amount of the purchase price, along with interest, to the vendor. The court did not find any merit in the purchaser's alternative argument, and the counterclaim was accordingly dismissed.
Orders
Orders of the court
Judgment for plaintiff for balance of purchase price and interest
Counterclaim dismissed
Background
Background to the litigation
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Evidence
Evidence Before The Court
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Decision
Reasons for decision
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Ratio Decidendi
Legal Principle Established
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