Naaman v Sleiman

The appeal concerned a dispute arising from the termination of a deed. The appellant, Mr. Naaman, was the promisee under the deed, and the respondents included Mr. Sleiman and Jaken Property Group Pty Ltd (in liquidation). The central issue was whether Mr. Naaman had an accrued right to future payments under the deed despite its termination due to the promisor's repudiation. The Court of Appeal of the Supreme Court of New South Wales was required to determine if payment obligations were intended to survive the termination and whether a claim for loss of bargain damages was properly pleaded.

The court considered whether the promisee's right to future payment was contingent upon his own future performance of executory obligations, meaning no unconditional right to payment had vested at the date of termination. It also examined whether the payment obligations were intended to survive the termination of the deed and whether the pleadings adequately encompassed a claim for loss of bargain damages as a necessary and immediate consequence of the alleged anticipatory breach. Furthermore, the court addressed the procedural matter of granting leave to proceed against a company in liquidation and whether the company, upon reinstatement, would be in the same form of winding up as before its deregistration.

The Court of Appeal reasoned that the promisee's right to future payment was indeed contingent on his further performance, and therefore, no unconditional right had vested at the time of termination. The court found that the payment obligations were not intended to survive the termination of the deed. It also determined that a claim for loss of bargain damages was sufficiently pleaded, as it was a necessary and immediate consequence of the claim for damages for breach where termination was alleged to be in response to an anticipatory breach. Leave was granted to proceed against the third respondent, Jaken Property Group Pty Ltd, in liquidation.

The appeal was allowed in part. The court dismissed the appeal against the first respondent but allowed it against the second and third respondents. Orders made at first instance dismissing the plaintiff's claim for damages for loss of bargain against the second and third defendants were set aside. The proceedings were remitted to the Supreme Court for the quantification of damages for loss of bargain, and costs at first instance were to be determined after the retrial.