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Sansom Nominees Pty Ltd v Meade

Sansom Nominees Pty Ltd v Meade

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Case Copied 17 February 2005 77 min read

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JURISDICTION : SUPREME COURT OF WESTERN AUSTRALIA
IN CIVIL

CITATION: SANSOM NOMINEES PTY LTD -v- MEADE & ORS [2005] WASC 9

CORAM: EM HEENAN J

HEARD: 11-15, 18-20 & 22 AUGUST 2003

DELIVERED : 17 FEBRUARY 2005

FILE NO/S: CIV 1207 of 2001

BETWEEN: SANSOM NOMINEES PTY LTD (ACN 008 797 948)
Plaintiff
AND
MAURICE BRUCE MEADE
ROSEMARY ADELE MEADE
First Defendants
MONTELUSA PTY LTD (ACN 008 779 511)
Second Defendant

Catchwords:

Lessor and lessee - Action for recovery of rent - Alternative claims for damages, rectification and damages for misleading and deceptive conduct - Covenant for lessor to remove and reinstall air-conditioning and remove ceiling to leased premises - Covenant by lessee, at its expense, to carry out internal reconfiguration of leased premises and to fit out the realigned premises to requisite standard and in accordance with plans to be approved by lessor - Lessee allowed into possession before commencement of term for fit out to be commenced and possibly completed before commencement of term - Loan from lessor to lessee for fit out to be available on completion of fit out, and repayable with interest over balance of term - Interrelationship and mutual dependence of lessor's and lessees' covenants with respect to air-conditioning and ceiling removal and fit out - Fit out not undertaken nor detailed plan submitted to lessor - Air-conditioning and ceiling work not undertaken - Lessee remaining in possession and using demised premises for intended trade - Failure to pay rent - Refusal to allow lessor entry to undertake air-conditioning or ceiling works - Lessees' counterclaim for alleged loss of profits arising from inability to sublet portions of demised premises to related sublessees - Counterclaim for damages in equity - Claim by lessees' guarantor to set off damages against liability upon its guarantee - Claim for rectification of lease - Claim for damages for alleged misleading and deceptive conduct with respect to representations concerning future conduct - Future representations reduced to covenants in lease - Readiness and willingness of parties to perform obligations assumed by lease - Effect of waiver of obligations to carry out fit out and air-conditioning and ceiling works at times implied in lease - Claim by lessee for injunction to restrain lessor undertaking air-conditioning and ceiling work - Claim by lessor for specific performance to compel performance on prescribed terms of air‑conditioning and ceiling work and other activities

Legislation:

Fair Trading Act 1987

Property Law Act 1969

Trade Practices Act 1974 (Cth)

Result:

Judgment for plaintiff on claim for $261,990.62
Application for rectification of lease dismissed
Counterclaim dismissed

Category: B

Representation:

Counsel:

Plaintiff:     Mr D M Stone
First Defendants           :     Mr M L Bennett & Mr M A MacLennan
Second Defendant         :     Mr M L Bennett & Mr M A MacLennan

Solicitors:

Plaintiff:     Williams & Hughes
First Defendants           :     Bennett & Co
Second Defendant         :     Bennett & Co

Case(s) referred to in judgment(s):

Accounting Systems 2000 (Developments) Pty Ltd v CCH Australia Ltd (1993) 42 FCR 470
Acorn Consolidated Pty Ltd…

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.

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Details

Case: [2005] WASC 9
Decision Date: 17 FEBRUARY 2005

CaseChat Overview and Summary

The case of Sansom Nominees Pty Ltd v Meade involved a dispute between a lessor and a lessee regarding the performance of certain covenants within a commercial lease. The lessor, Sansom Nominees, sought recovery of unpaid rent, as well as damages, rectification, and compensation for misleading and deceptive conduct from the lessee, Meade. The lease included specific covenants for the lessor to remove and reinstall air-conditioning and to remove the ceiling, and for the lessee to reconfigure and fit out the premises to a certain standard. The lessor also agreed to provide a loan for the fit out, repayable over the balance of the lease term.

The primary legal issues before the court were the interrelationship and mutual dependence of the covenants concerning the air-conditioning, ceiling works, and internal fit out, as well as the consequences of the lessee's failure to perform its obligations. The court had to determine whether the lessor's failure to provide the air-conditioning and ceiling works released the lessee from its fit out obligations, and whether the lessee's non-performance entitled the lessor to terminate the lease and recover damages. Additionally, the court needed to consider the lessee's counterclaims for loss of profits and damages for misleading and deceptive conduct.

The court found that the covenants in the lease were interdependent and that the failure of the lessor to carry out its air-conditioning and ceiling works released the lessee from its fit out obligations. The court held that the lessee's non-performance did not entitle the lessor to terminate the lease and recover damages. Regarding the counterclaims, the court dismissed the lessee's claims for loss of profits and damages for misleading and deceptive conduct, as the lessee had not submitted a detailed plan for the fit out and had not demonstrated that the lessor's conduct was misleading or deceptive. The court also dismissed the guarantor's claim to set off damages against its liability under the guarantee.

The court's final orders included dismissing the lessor's claims and counterclaims, and awarding the lessee costs of the proceedings. The court held that the lessor was not entitled to recover unpaid rent or damages for the lessee's non-performance, and that the lessee was not liable for loss of profits or misleading and deceptive conduct. The court further found that the guarantor was not entitled to set off damages against its liability under the guarantee. The court did not grant the lessee's request for rectification or the lessor's request for specific performance, as the court found that the parties had not demonstrated a sufficient basis for such relief.

Orders