Primewest (Mandurah) Pty Ltd v Ryom Pty Ltd as Trustee for Golden Asset Pty Ltd

In the case of Primewest (Mandurah) Pty Ltd v Ryom Pty Ltd as Trustee for Golden Asset Pty Ltd, the dispute revolves around the interpretation of certain contractual terms related to the sale of land and the associated leases. The case was heard by the Supreme Court of Western Australia. The primary issue was whether the deeds from third-party lessees, the documents evidencing the registration of the transfer of land, and the documents evidencing the registration of lease transfers were considered as 'deeds of affirmation' or 'other documentation relating to the Leases and their continuation after Settlement as the Buyer may reasonably require'. Another point of contention was whether the Transfer of Land Act 1893 (WA), sections 53(1) and 56, deemed these documents to be supplied at the time of lodgment with Landgate.

The court deliberated on whether the purchaser could terminate the contract despite not having obtained a stamped transfer of land, and if the purchaser was required to obtain a stamped transfer of land given the vendor's conduct. Furthermore, the case examined the availability of specific performance by the vendor and the requirement for specific performance or damages in lieu of specific performance, with the condition that the vendor must be ready and willing to perform at the date of the suit. The court also considered whether damages in lieu of specific performance were subject to the principles of mitigation of loss and whether the defendant acted unreasonably in refusing an offer of settlement.

The court ruled that the Transfer of Land Act sections did not have the effect of deeming the documents evidencing the registration of the lease transfer to have been provided at the time of lodgment with Landgate. The court found that the request for documentation evidencing registration was not satisfied by the mere lodgment of transfer forms. Additionally, the court held that the purchaser was not required to obtain a stamped transfer of land, and that the vendor was not ready and willing to perform the contract. The court also determined that damages in lieu of specific performance were subject to the principles of mitigation of loss, and that the defendant's refusal of the offer of settlement was unreasonable.