REW08 Projects Pty Ltd v PNC Lifestyle Investments Pty Ltd

The appeal concerned a dispute between REW08 Projects Pty Ltd (appellant) and PNC Lifestyle Investments Pty Ltd (respondent) regarding a contract for the sale of land. The primary issue before the Court of Appeal of New South Wales was whether the contract was illegal and therefore unenforceable, specifically on the grounds that it involved an intention to delay the payment of stamp duty.

The court was required to determine whether the contract was void for illegality, and consequently, whether the respondent was entitled to an order for specific performance. A further question was whether the respondent's conduct, in allegedly seeking to delay stamp duty payment, amounted to "unclean hands" such as to disentitle it to equitable relief.

The Court of Appeal affirmed the primary judge's decision that the contract was not illegal. Applying the principles from cases such as *Fitzgerald v FJ Leonhardt Pty Ltd* and *Nelson v Nelson*, the court found that while the parties may have contemplated delaying the payment of stamp duty, this was not the purpose or the direct performance of the contract itself. The illegality, if any, was considered incidental or collateral to the main purpose of the sale agreement. Furthermore, the court held that the respondent's conduct, which had ceased, did not amount to "unclean hands" sufficient to deny equitable relief, as it was not directly related to the subject matter of the equitable claim.

The appeal was dismissed, and the respondent was awarded its costs.