Piety Developments Pty Ltd v Cumberland City Council - [2024] NSWCA 173

Court of Appeal

Supreme Court

New South Wales

Medium Neutral Citation: Piety Developments Pty Ltd v Cumberland City Council [2024] NSWCA 173
Hearing dates: 10 May 2024
Decision date: 23 July 2024
Before: Payne JA at [1];
Adamson JA at [2];
Griffiths AJA at [3]
Decision:
(1)   Dismiss the appeal.
(2)   Order the appellant to pay the respondents’ costs of the appeal.
(3)   Dismiss the cross-appeal.
(4)   Order the cross-appellant to pay the cross-respondents’ costs of the cross-appeal.

Catchwords:
CONTRACTS – Formation – acceptance of offer – whether there was sufficient communication of acceptance – where the respondent Council had passed a resolution accepting the appellant’s offer during a Council meeting which was open to the public and livestreamed on its website and published a copy of the unsigned minutes of the meeting (which recorded that such resolution was passed) on its website the following day – where a rescission motion was lodged in respect of that resolution shortly after the meeting ended and the Council took no steps to notify the appellant that such resolution had been passed or to otherwise directly communicate its acceptance of the offer to the appellant – whether the legislative and regulatory framework affecting the Council’s operations were matters of context relevant to the objective assessment of whether there was effective communication of acceptance
LAND LAW – Conveyancing – Requirements of Writing – whether the signed minutes of the Council meeting comprised a “memorandum or note” of a contract for sale for the purposes of s 54A of the Conveyancing Act1919 (NSW) – whether the mayor and general manager who signed the minutes were lawfully authorised signatories pursuant to s 54A
LOCAL GOVERNMENT – whether land acquired by resumption under s 532 of the Local Government Act 1919 (NSW) was “land subject to a trust for a public purpose” and therefore should be classified as “community land” for the purposes of cl 6(2)(b) of Sch 7 of the Local Government Act 1993 (NSW)

Legislation Cited:
Conveyancing Act 1919 (NSW), s 54A
Local Government Act 1919 (NSW) ss 331, 526, 532, 536A
Local Government Act 1993 (NSW), ss 9, 10, 10A, 220, Ch 12, ss 360, 367, 371, 372, 375, Sch 7 cl 6(2)(b)
Local Government (General) Regulation 2005 (NSW), Pt 7, reg 178(3)(e)
Local Government (General) Regulation 2021 (NSW), reg 178(1)(a), (3)(e), reg 232, reg 393B

Cases Cited:
Air Canada v Evans [2024] NSWCA 153
Allen v Carbone (1975) 132 CLR 528; [1975] HCA 14
Bathurst City Council v PWC Properties Pty Ltd (1998) 195 CLR 566; [1998] HCA 59
Baulkham Hills Private Hospital Pty Ltd v GR Securities Pty Ltd (1986) 40 NSWLR 622
Brambles Holdings Ltd v Bathurst City Council (2001) 53 NSWLR 153; [2001] NSWCA 61
Burr v Commissioners of Bo’ness (1896) 24 R. 148
Duke Unley Pty Ltd v The Corporation of the City of Unley [2021] SASCA 91
Empirnall Holdings Pty Ltd v Machon Paull Partners Pty Ltd (1988) 14 NSWLR 523
Ex parte Renouf

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: [2024] NSWCA 173
Decision Date: 23 July 2024

CaseChat Overview and Summary

Piety Developments Pty Ltd (the appellant) appealed to the Court of Appeal of New South Wales against a decision concerning a contract for the sale of land with Cumberland City Council (the respondent). The dispute arose from the Council's purported acceptance of the appellant's offer to purchase land. The appellant contended that a valid contract had been formed, while the Council argued otherwise, raising issues regarding the communication of acceptance and the requirements of the Conveyancing Act 1919 (NSW).

The Court of Appeal was required to determine whether the Council's resolution to accept the appellant's offer, passed at a public meeting and recorded in unsigned minutes published online, constituted a sufficient communication of acceptance to form a binding contract. Further, the Court considered whether these minutes, once signed by the Mayor and General Manager, satisfied the requirements of a memorandum or note of a contract for sale under section 54A of the Conveyancing Act 1919 (NSW), and if those signatories were lawfully authorised. Additionally, the Court examined whether land acquired by resumption under section 532 of the Local Government Act 1919 (NSW) should be classified as "community land" under the Local Government Act 1993 (NSW).

The Court reasoned that the legislative and regulatory framework governing the Council's operations was relevant context for assessing whether acceptance had been effectively communicated. It held that the publication of unsigned minutes, without further direct notification to the appellant, did not amount to a communication of acceptance that would bind the Council. The Court found that the signed minutes did not constitute a sufficient memorandum for the purposes of section 54A of the Conveyancing Act 1919 (NSW) and that the signatories lacked the necessary authority. The appeal and cross-appeal were dismissed, with the appellant ordered to pay the respondent's costs of the appeal, and the cross-appellant ordered to pay the cross-respondent's costs of the cross-appeal.

Orders

Orders of the court

(1) Dismiss the appeal.

(2) Order the appellant to pay the respondents’ costs of the appeal.

(3) Dismiss the cross-appeal.

(4) Order the cross-appellant to pay the cross-respondents’ costs of the cross-appeal.

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.

Medium Neutral Citation:	Piety Developments Pty Ltd v Cumberland City Council [2024] NSWCA 173
Hearing dates:	10 May 2024
Decision date:	23 July 2024
Before:	Payne JA at [1]; Adamson JA at [2]; Griffiths AJA at [3]
Decision:	(1) Dismiss the appeal. (2) Order the appellant to pay the respondents’ costs of the appeal. (3) Dismiss the cross-appeal. (4) Order the cross-appellant to pay the cross-respondents’ costs of the cross-appeal.
Catchwords:	CONTRACTS – Formation – acceptance of offer – whether there was sufficient communication of acceptance – where the respondent Council had passed a resolution accepting the appellant’s offer during a Council meeting which was open to the public and livestreamed on its website and published a copy of the unsigned minutes of the meeting (which recorded that such resolution was passed) on its website the following day – where a rescission motion was lodged in respect of that resolution shortly after the meeting ended and the Council took no steps to notify the appellant that such resolution had been passed or to otherwise directly communicate its acceptance of the offer to the appellant – whether the legislative and regulatory framework affecting the Council’s operations were matters of context relevant to the objective assessment of whether there was effective communication of acceptance LAND LAW – Conveyancing – Requirements of Writing – whether the signed minutes of the Council meeting comprised a “memorandum or note” of a contract for sale for the purposes of s 54A of the Conveyancing Act1919 (NSW) – whether the mayor and general manager who signed the minutes were lawfully authorised signatories pursuant to s 54A LOCAL GOVERNMENT – whether land acquired by resumption under s 532 of the Local Government Act 1919 (NSW) was “land subject to a trust for a public purpose” and therefore should be classified as “community land” for the purposes of cl 6(2)(b) of Sch 7 of the Local Government Act 1993 (NSW)
Legislation Cited:	Conveyancing Act 1919 (NSW), s 54A Local Government Act 1919 (NSW) ss 331, 526, 532, 536A Local Government Act 1993 (NSW), ss 9, 10, 10A, 220, Ch 12, ss 360, 367, 371, 372, 375, Sch 7 cl 6(2)(b) Local Government (General) Regulation 2005 (NSW), Pt 7, reg 178(3)(e) Local Government (General) Regulation 2021 (NSW), reg 178(1)(a), (3)(e), reg 232, reg 393B
Cases Cited:	Air Canada v Evans [2024] NSWCA 153 Allen v Carbone (1975) 132 CLR 528; [1975] HCA 14 Bathurst City Council v PWC Properties Pty Ltd (1998) 195 CLR 566; [1998] HCA 59 Baulkham Hills Private Hospital Pty Ltd v GR Securities Pty Ltd (1986) 40 NSWLR 622 Brambles Holdings Ltd v Bathurst City Council (2001) 53 NSWLR 153; [2001] NSWCA 61 Burr v Commissioners of Bo’ness (1896) 24 R. 148 Duke Unley Pty Ltd v The Corporation of the City of Unley [2021] SASCA 91 Empirnall Holdings Pty Ltd v Machon Paull Partners Pty Ltd (1988) 14 NSWLR 523 Ex parte Renouf