Premium Building Management Pty Ltd v The Owners - Strata Plan No 69204

Premium Building Management Pty Ltd, a building management company, brought an action against The Owners - Strata Plan No 69204, a strata corporation, for breach of a building management agreement. The dispute centred on whether the agreement was valid, the terms of the agreement, and the company's entitlement to damages for loss of profit. The case was heard in the Supreme Court of New South Wales. The court was required to determine if an agreement existed between the parties, if so, when it came into effect, and the nature and terms of the agreement. It was also required to consider if the agreement was illegal under the Strata Schemes Management Act 2015 (NSW), and if the company could succeed in its estoppel claim against the defence of illegality. Additionally, the court had to decide if the company's claim for loss of profit was subject to a proportionate deduction of overhead expenses and if a Jones v Dunkel inference could be drawn against the defendant for failing to call evidence from attendees at a meeting regarding the content of discussions. Finally, the court had to consider the pleading requirements concerning the incompleteness or uncertainty in the contract.

The court held that the parties had entered into a binding agreement, which was not illegal under the Strata Schemes Management Act 2015 (NSW). The agreement was found to be complete and certain, with the term "for such period as the parties agree" being sufficient to bind the parties. The court found that the defendant was estopped from denying the existence of a binding agreement, as it had led the company to believe that an agreement was in place. The court also found that the claim for loss of profit was subject to a proportionate deduction of overhead expenses. Finally, the court found that a Jones v Dunkel inference could be drawn against the defendant for failing to call evidence from attendees at a meeting regarding the content of discussions. The defendant's pleading that the contract was incomplete or uncertain was considered to be sufficient to put the plaintiff on notice of the defendant's case, even though the plaintiff had not pleaded the incompleteness or uncertainty of the contract.