Vendor and Purchaser—Sale of land—Completion of transaction—Transfer—Title—Vendor required to tender registrable transfer and other documents including relevant certificate of title appropriate to lead to registration of the purchaser—Tender of certificate of title in name of third person, transfer from third person to vendor, and transfer from vendor to purchaser—Whether purchaser obliged to accept.

Decisions

September 12.
The following written judgments were delivered:-
GIBBS J. The facts of this case are set out in the judgment of my brother Jacobs and I have no need to repeat them. The question for decision is whether the appellant company, the vendor, complied with its obligations under its contract with the respondent purchaser by tendering to the respondent, on the day fixed by the contract for completion, a certificate of title in the name of a third person, a memorandum of transfer from that third person to the vendor and a memorandum of transfer from the vendor to the purchaser. (It is not irrelevant to notice that the certificate of title referred to other land as well as that the subject of the sale, and would therefore in fact probably have been produced rather than tendered to the purchaser, but I do not need to base my judgment on this circumstance.) It was submitted on behalf of the appellant that the obligation of a vendor of land under the Real Property Acts is to place the purchaser in a position to obtain registration in his own name of the title to the land sold, that is, to make available to him documents which would secure his registration as the proprietor of the land. Reliance for this submission was placed on some observations made by the Chief Justice in Godfrey Constructions Pty. Ltd. v. Kanangra Park Pty. Ltd. (1972) 128 CLR 529, at p 536 , and Travinto Nominees Pty. Ltd. v. Vlattas (1973) 129 CLR 1, at p 12 . I do not question the correctness of those observations but in neither of those cases was it necessary to consider the question whether the obligation of the vendor is to have himself registered as proprietor on or before the date of completion. This question must depend primarily upon the terms of the particular contract, for if the parties have agreed that the vendor will at the date of completion be the registered proprietor of the land sold and will tender a transfer from himself to the purchaser, that will be decisive. Equally, the contract may contain an effective provision negativing an obligation to produce the title in the vendor's own name - cf. Vickery v. Woods (1952) 85 CLR 336, at p 342 . If the contract is silent on the point, or ambiguous, it may be necessary to have regard to more general considerations such as the practice of conveyancers (of which there was no…

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.

Continue reading Rands Developments Pty Ltd v Davis

Details

AGLC: Rands Developments Pty Ltd v Davis [1975] HCA 36
Case: [1975] HCA 36
Decision Date: 12 September 1975

CaseChat Overview and Summary

The parties to this appeal were Rands Developments Pty Ltd (the appellant) and Davis (the respondent). The dispute concerned the respondent's claim for damages for breach of contract, arising from the appellant's failure to complete the sale of a property. The appeal was heard by the High Court of Australia.

The High Court was required to determine whether the appellant had repudiated the contract for the sale of land, thereby entitling the respondent to terminate the contract and claim damages. Specifically, the court considered whether the appellant's conduct, in failing to take steps to obtain vacant possession of the property as required by the contract, amounted to a repudiation.

The court held that the appellant's failure to take reasonable steps to obtain vacant possession constituted a repudiation of the contract. Gibbs, Stephen and Jacobs JJ reasoned that the obligation to give vacant possession was a fundamental term of the contract, and the appellant's inaction demonstrated an intention no longer to be bound by that essential term. The legal principle applied was that a party's conduct can amount to a repudiation if it evinces an intention to be no longer bound by the contract or shows a readiness and willingness to perform the contract only in a manner substantially inconsistent with its terms.

The High Court dismissed the appeal, affirming the decision of the lower court that the respondent was entitled to damages for breach of contract.

Orders