Silver Star Fashions Pty Ltd v Dal Broi

In the case of Silver Star Fashions Pty Ltd v Dal Broi, the dispute arose between Silver Star Fashions Pty Ltd, the purchaser, and Dal Broi, the vendor, regarding the sale of land. The purchasers, under "off the plan" contracts, had agreed to purchase lots from the vendor, with a provision that if a strata plan was not registered by a specified date, either party could rescind the contract. The dispute reached the Supreme Court of New South Wales, where the primary legal issue was whether it was just and equitable to permit the vendor to rescind the contracts under section 66ZL of the Conveyancing Act 1919 (NSW).

The court examined the circumstances leading to the delay in registering the strata plan. Factors contributing to the delay included the insolvency of the original builder and the vendor's failures to expedite the development. Despite these setbacks, the vendor entered into an agreement with a third party, effectively transferring the role of the developer to this third party, thereby eliminating the financial risks previously borne by the vendor. The court had to consider whether, given these changes in circumstances, it was just and equitable to allow the vendor to rescind the contracts. The purchasers argued that the lots had increased in value since the contracts were entered into, and there was no financial detriment to the vendor if the rescission was not permitted.

The court held that the circumstances had significantly changed, and it was not just and equitable to permit the vendor to rescind the contracts. The court reasoned that the purchasers had no incentive to complete the purchase, as the lots had increased in value, and the vendor would not suffer any financial detriment if the contracts were not rescinded. Therefore, the court refused to grant the orders permitting rescission, leaving the contracts in place.