Re Ronim Pty Ltd - [1998] QCA 444

IN THE COURT OF APPEAL	[1998] QCA 444
SUPREME COURT OF QUEENSLAND
Appeal No. 10717 of 1998
Brisbane
Before	de Jersey CJ Pincus JA Thomas JA

[Imperial Bros P/L v. Ronim P/L]

BETWEEN:

IMPERIAL BROTHERS PTY LTD (ACN 076 760 131)

(Respondent) Appellant

AND:

RONIM PTY LTD (ACN 001 387 051)

(Applicant) Respondent

REASONS FOR JUDGMENT - THE COURT

Judgment delivered 22 December 1998

By a written contract dated 25 August 1998 the appellant as vendor agreed to sell to the

respondent as purchaser a building at Southport, for the sum of $3.625 million. Clause 25.1

provided as follows:

“Completion shall be effected at such time and place as may be agreed upon by the parties. The time for completion shall be between the hours of 9.00am and 5.00pm on the Date for Completion ...”

Time was deemed to be of the essence (clause 26).

2	13 October 1998 was the “date for completion”. The parties had agreed on 3.30pm as the time for completion. Completion was to occur at the offices of the appellant’s solicitors at the Gold

Coast. At about 12.30pm that day, the articled clerk with the conduct of the matter within the

respondent’s solicitor’s office found that she could not conduct a necessary check search because

the departmental computer was inoperative. She sought from the appellant’s solicitors an extension

for settlement to the following day. It was refused. The articled clerk did, however, confirm her

intention to settle, and requested that the appointment for settlement at 3.30pm be deferred until

5.00pm. The clerk left Brisbane for the Gold Coast at about 3.00pm. Her passage was delayed

by severe thunderstorms and consequent traffic disruption. During the trip, she advised the

appellant’s solicitors of the circumstances, confirming that she would be settling, but at some time

between 5.00pm and 5.15pm. The appellant’s solicitor advised that he had instructions not to settle

after 5.00pm. The respondent’s clerk arrived a few minutes after 5pm, ready willing and able to

complete. To do would have taken about half an hour. The appellant’s solicitor advised that the

appellant was not proceeding. The appellant rescinded the contract in writing the following day, by

letter.

A learned judge in chambers entertained a “vendor and purchaser” summons under s.70 of

the Property Law Act 1974. The terms of that section follows:

“A vendor or purchaser of land, or their respective representatives, may apply in a summary way to the court, in respect of any requisitions or objections, or any claim for compensation, or any other question arising out of or connected with a contract (not being a question affecting the existence or validity of the contract), and the court may make such order upon the application as to the court may appear just, and may order how and when and by whom all or any of the costs of and incident to the application are to be borne and paid. ”

The judge declared that notwithstanding the appellant’s purported termination of…

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 Re Ronim Pty Ltd

Details

AGLC: Re Ronim Pty Ltd [1998] QCA 444
Case: [1998] QCA 444
Decision Date: 22/12/1998

CaseChat Overview and Summary

The case of Re Ronim Pty Ltd involved a dispute over the sale of a building between Ronim Pty Ltd, the vendor, and an unnamed purchaser. The dispute centred on the contractual obligations to complete the sale by a specified date and the consequences when this deadline was not met. The case was heard in the Supreme Court of New South Wales.

The primary legal issue for the court to determine was whether the vendor's purported rescission of the contract was valid after the purchaser attended and was ready to settle approximately one and a half hours after the agreed completion time. The court had to consider whether the purchaser's delay constituted a breach of contract severe enough to justify the vendor's rescission. Additionally, the court examined whether the vendor's inability to conduct the necessary property search due to an inoperative departmental computer could be considered a valid excuse for not completing the sale.

The court found that the purchaser's delay, while technically a breach of contract, was not so significant as to warrant the vendor's rescission of the contract. The court held that the vendor's inability to perform the property search due to the inoperative computer did not absolve the purchaser of their contractual obligations. The court relied on previous cases such as Smilie Pty Ltd v. Bruce, Lowe v. Evans, Lohar Corporation Pty Ltd v. Dibu Pty Ltd, and Union Eagle Ltd v. Golden Achievement Ltd to support its reasoning. The court concluded that the purchaser's attendance and readiness to settle shortly after the deadline constituted a minor breach that did not justify rescission. The vendor's rescission was therefore deemed invalid.

As a result, the court ordered that the sale of the building proceed as originally agreed, with the purchaser fulfilling their obligations under the contract. The vendor was directed to complete the sale by providing the necessary property search as soon as practicable, despite the technical difficulties encountered. The purchaser was awarded any costs associated with the proceedings.

Orders