STM123 No. 16 Pty Ltd v Wang - [2025] NSWSC 444

Supreme Court

New South Wales

Medium Neutral Citation: STM123 No. 16 Pty Ltd v Wang [2025] NSWSC 444
Hearing dates: 7 May 2025
Date of orders: 7 May 2025
Decision date: 07 May 2025
Jurisdiction: Equity - Real Property List
Before: Pike J
Decision:
(1) Judgment be entered in favour of the plaintiff against the defendant in the amount of $2,425,534.54.
(2) The defendant pay the plaintiff's costs of the proceedings as agreed or assessed.

Catchwords:
CONVEYANCING – breach by purchaser – remedies of vendor – resale – measure of damages – recovery of damages under cl 9 of the standard form contract – effect of resale in falling market – whether appropriate date for the assessment of damages for breach of contract is the date of the breach or a later date – damages assessed at a later date – no question of principle

Legislation Cited:
Nil

Cases Cited:
Jampco Pty Ltd v Cameron (No. 2) (1985) 3 NSWLR 391
Liggins v Park Trent Properties Group Pty Ltd(No. 2) [2022] NSWSC 176
Ng v Filmlock Pty Ltd (2014) 88 NSWLR 146
ST Investment Pty Ltd v Geng (2020) 19 BPR 40,071

Texts Cited:
Nil

Category: Principal judgment
Parties: STM123 No. 16 Pty Ltd (Plaintiff)
Yejian Wang (Defendant)
Representation:
Counsel:
Ms C Nguyen (Plaintiff)
Solicitors:
Bradbury Legal (Plaintiff)

File Number(s): 2023/00278901
Publication restriction: Nil

JUDGMENT (EX TEMPORE REVISED FROM TRANSCRIPT)

On 8 June 2023, the plaintiff as vendor entered into a contract for sale of land with the defendant as purchaser in relation to an off the plan purchase of a residential apartment in Point Piper (the Property). The purchase price was $16.5 million.
A ten percent deposit was payable in two instalments. The date of completion under the contract was 18 July 2023.
The first instalment of the deposit of $825,000 was paid, but the defendant failed to pay the second instalment of $825,000 by 18 July 2023. This second instalment was due to be paid on the earlier of the date of completion, being 18 July 2023, or the date on which the plaintiff demanded payment in the event of default.
On 19 July 2023, the plaintiff served the defendant with a notice requiring payment of the balance of the deposit by 26 July 2023. A notice to complete was served on the same day requiring completion by 7 August 2023. The defendant failed to comply with both notices, and, on 8 August 2023, the plaintiff terminated the contract.
Following termination, the plaintiff engaged a real estate agent to put the Property back on the market. A contract for sale was finally entered into on 11 November 2024 to sell the Property to a new purchaser for $12,820,000. I describe the marketing, or more accurately re-marketing, of the Property in a little more detail below.
These proceedings were commenced on 1 September 2023. The plaintiff alleges breaches of contract and sought both liquidated and unliquidated damages.
On 9 April 2024, the Court made orders…

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: [2025] NSWSC 444
Decision Date: 07 May 2025

CaseChat Overview and Summary

The case of STM123 No. 16 Pty Ltd v Wang involves a dispute between the purchaser, Wang, and the vendor, STM123 No. 16 Pty Ltd. The dispute concerns a breach of the contract of sale by Wang, and the appropriate remedies available to the vendor under the contract. The matter was heard by the Supreme Court of New South Wales.

The primary legal issues that the court had to decide were the appropriate measure of damages for the vendor's breach of contract, and the date at which those damages should be assessed. The contract contained a clause 9 that provided for the recovery of damages in the event of a breach by the purchaser. The vendor argued that the appropriate date for assessing damages was the date of the breach, while Wang contended that the date should be a later date, when the property had been resold in a falling market.

In delivering judgment, the court held that the appropriate date for assessing damages for breach of contract was the date of the breach, not a later date. The court found that there was no question of principle involved in the case, and that the appropriate measure of damages was to be determined by reference to the contract terms. The court noted that the resale of the property in a falling market did not provide a basis for adjusting the date of assessment of damages. The court further held that the vendor was entitled to recover damages for the breach of contract, and that the damages were to be assessed as at the date of the breach.

The final orders of the court were that Wang was liable to pay the vendor damages for breach of contract, and that those damages were to be assessed as at the date of the breach. The court did not make any orders as to the amount of damages to be paid by Wang to the vendor.

Orders