Richsilk Investments Pty Ltd v Cove Developments Pty Ltd

The plaintiff, Richsilk Investments Pty Ltd, brought an action against the defendant, Cove Developments Pty Ltd, seeking specific performance of a contract for the sale of a property. The dispute arose from the interpretation and execution of a call option agreement between the parties. The case was heard in the Supreme Court of Queensland, where the primary issue was whether the plaintiff had correctly exercised the call option by delivering an incomplete Form 32a to the defendant.

The legal issue before the court was whether the document delivered by the plaintiff to the defendant constituted a "properly completed and executed waiver of the cooling off period in Form 32a of the Property Agents and Motor Dealers Act 2000 (Qld)". The contract required the plaintiff to deliver a completed and executed waiver of the cooling-off period, which was to be in Form 32a. The form consisted of three parts, with Part 2 relating to the waiver of the cooling-off period. However, only Part 2 was completed and signed by the plaintiff when delivered to the defendant, while Part 1 remained incomplete. The court needed to determine whether the plaintiff's submission of an incomplete form complied with the contractual requirement.

The court held that the contractual requirement for a "properly completed and executed waiver" was satisfied by the plaintiff's submission of a completed Part 2 of Form 32a. The court noted that the form was intended to provide a waiver of the cooling-off period, and the completion of Part 2 achieved this purpose. The court found that there was no requirement for Part 1 to be completed and signed by the plaintiff for the purposes of exercising the option. The court was satisfied that the plaintiff had substantially complied with the contractual terms, and the incomplete form was sufficient to exercise the option.

In conclusion, the court ordered specific performance of the contract executed by the plaintiff on 15 February 2011, finding that the plaintiff had validly exercised the call option by delivering the completed Part 2 of Form 32a to the defendant. The court determined that the requirement for a "properly completed and executed waiver" was met by the plaintiff's actions, and the contract should be enforced accordingly.