Snapper Holdings Pty Ltd v Lentini - [2018] VSC 800

IN THE SUPREME COURT OF VICTORIA

Not Restricted

AT MELBOURNE

COMMON LAW DIVISION

PROPERTY LIST

S CI 2018 00979

SNAPPER HOLDINGS PTY LTD (ACN 155 068 367) and Anor (according to the Schedule attached)	Plaintiffs
v
VITA (VICKI) LENTINI (in her own right and as Executor of the Will and Estate of the late Lina Bertuna)	Defendant

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JUDGE:	Derham AsJ
WHERE HELD:	Melbourne
DATE OF HEARING:	8 and 9 October 2018
DATE OF JUDGMENT:	20 December 2018
CASE MAY BE CITED AS:	Snapper Holdings Pty Ltd v Lentini
MEDIUM NEUTRAL CITATION:	[2018] VSC 800

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CONTRACT – Terms of settlement agreed at mediation – Construction and interpretation – Whether parties had reached finality in arranging all the terms of their bargain and intended to be immediately bound to performance of those terms or had not and agreed to be bound only when formal terms executed – Objective intention of the parties – Masters v Cameron (1954) 91 CLR 353; Mount Bruce Mining Pty Ltd v Wright Prospecting Pty Ltd (2015) 256 CLR 104; Nurisvan Investments Limited v Anyoption Holdings Limited [2017] VSCA 141.

PROPERTY LAW – Whether terms of settlement entered into at mediation a contract for the sale of land under the Sale of Land Act 1962 (Vic) – Whether parties intended to be immediately bound where no vendor’s statements given as required by Sale of Land Act 1962 (Vic) s 32 – Whether terms of settlement void or unenforceable by reason of non-compliance with Sale of Land Act 1962 (Vic)– Al Azhari v 27 Scott Street Pty Ltd [2017] VSC 600 distinguished.

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APPEARANCES:	Counsel	Solicitors
For the Plaintiffs	Mr M Clarke QC with Ms C Jones	Patten Robins Lawyers
For the Defendant	Mr J Evans QC with Mr A Silver	Madgwicks

TABLE OF CONTENTS

Introduction......................................................................................................................................... 1

Background facts................................................................................................................................ 2

Events after the execution of the Terms......................................................................................... 8

Procedural history............................................................................................................................ 17

Plaintiff’s claims............................................................................................................................... 19

Defendant’s claims........................................................................................................................... 21

Submissions and Consideration................................................................................................... 21

Are the Terms final and binding?............................................................................................. 21
Section 32 of the Sale of Land Act............................................................................................. 29
Terms not signed on behalf of deceased estate...................................................................... 35
Are the Terms void for uncertainty?........................................................................................ 38
No provision for transfers to Vicki as executor of the estate of the deceased......... 38
GST provisions................................................................................................................... 39
Other matters making the Terms uncertain................................................................... 40

Specific performance.................................................................................................................. 41

Conclusions....................................................................................................................................... 44

HIS HONOUR:

Introduction

The disputes in this proceeding primarily concern the enforceability of terms of settlement (Terms) entered into at the mediation of a proceeding in the Victorian Civil and Administrative Tribunal (VCAT). The plaintiffs claim a declaration that the Terms are void or unenforceable and for consequential relief.[1] The defendant resists the declaration sought and claims that the Terms are binding and enforceable and seeks, by counterclaim, specific performance or damages in lieu of specific performance, and other relief.[2]
[1]By the Amended Statement of Claim filed 12 April 2018, the plaintiff’s consequential relief are orders for sale of the Brunswick property (227 Melville Road, Brunswick, Victoria)…

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: [2018] VSC 800
Decision Date: 20 December 2018

CaseChat Overview and Summary

Snapper Holdings Pty Ltd brought an action against Lentini to enforce a settlement reached during mediation. The case was heard in the Supreme Court of Victoria. The primary dispute centred on the enforceability of the settlement terms, specifically whether they constituted a binding contract and if they complied with the Sale of Land Act 1962 (Vic).

The court had to determine whether the settlement terms, agreed upon during mediation, constituted a final contract that the parties intended to be immediately binding, or if they were contingent upon formal execution of the terms. The court also had to consider if the settlement terms constituted a contract for the sale of land under the Sale of Land Act 1962 (Vic) and whether the absence of a vendor's statement rendered the contract void or unenforceable.

In deciding the case, the court examined the objective intention of the parties as to whether they had reached finality in arranging all the terms of their bargain and intended to be immediately bound. The court referred to the principles in Masters v Cameron and Mount Bruce Mining Pty Ltd v Wright Prospecting Pty Ltd, emphasising the importance of the parties' actual intention. The court further considered if the settlement terms complied with the Sale of Land Act 1962 (Vic) and distinguished Al Azhari v 27 Scott Street Pty Ltd in finding that non-compliance with the Act did not necessarily render the settlement terms unenforceable.

The court concluded that the settlement terms did constitute a binding contract, as the parties had clearly intended to be immediately bound by those terms. Furthermore, the court held that the terms of the settlement were not void or unenforceable by reason of non-compliance with the Sale of Land Act 1962 (Vic). The court ordered that the settlement terms be enforced as per the agreement reached during mediation.

Orders