SSE Corp Pty Ltd v Toongabbie Investments Pty Ltd as trustee for the Toongabbie Investments Unit Trust

The plaintiff, SSE Corp Pty Ltd, sought rectification of two contracts for the sale of land, seeking to insert the words “plus GST” after the statement of the purchase price. The defendant, Toongabbie Investments Pty Ltd as trustee for the Toongabbie Investments Unit Trust, opposed the application. The dispute was heard by the Supreme Court of New South Wales. The primary issue was whether the court should grant the plaintiff’s application for rectification by inserting the words “plus GST” in the contracts. This required consideration of the relevant communications surrounding the renegotiation of the purchase price, and whether a unilateral mistake had occurred. The court also needed to determine the obligations under a special condition in the contracts regarding the ownership and assignment of copyright in the construction documents.

The court examined the communications between the parties and their representatives to assess whether the contracts should be rectified. It noted that the negotiations had previously been conducted on a GST inclusive basis, but the conveyancer for the plaintiff was equivocal in her communication with the defendant. The director of the plaintiff failed to correct the defendant’s understanding that the price was not GST inclusive when he had the opportunity. The court found that the defendant’s witnesses were credible and, alternatively, that no unilateral mistake had been established. The court concluded that the plaintiff’s application for rectification was without merit and dismissed the summons. The court further ordered that the plaintiff pay the defendant’s costs. Additionally, the court addressed the issue of the special condition in the contracts and found that the plaintiff was required to own copyright in the construction documents and was obliged to assign copyright in those documents to the defendant.