STPG Constructions Pty Ltd v Multibuild Constructions Pty Ltd - [2024] NSWDC 220

District Court

New South Wales

Amendment notes

Medium Neutral Citation: STPG Constructions Pty Ltd v Multibuild Constructions Pty Ltd [2024] NSWDC 220
Hearing dates: 5 June 2024, 6 June 2024
Date of orders: 14 June 2024
Decision date: 14 June 2024
Jurisdiction: Civil
Before: Newlinds SC DCJ
Decision:
(1)   Judgment for the Plaintiff against the First Defendant in the sum of $982,636, together with interest at the Court rates to be agreed or determined.
(2)   Dismiss the claim against the Second Defendant.
(3)   Direct the parties to seek to agree as to interest and costs.
(4)   The matter be listed for directions at 9:30am on Friday 21 June 2024, where final orders will be made and, if necessary, submissions received as to interest and costs.

Catchwords:
Contracts – Breach – Repudiation – Termination – Damages for loss of bargain
Australian Consumer Law – Misleading or deceptive conduct – Reliance – Damages – Section 75B accessorial liability of sole director of corporation

Legislation Cited:
Australian Consumer Laws; s 18
Competition and Consumer Act 2010 (Cth); s 75B

Cases Cited:
Care A2 Plus Pty Ltd v Pichardo [2024] NSWCA 35
Council of the City of Sydney v Goldspar Australia Pty Ltd (2006) 230 ALR 437
Foran v Wight [1989] 168 CLR 385
JR Consulting & Drafting Pty Ltd v Cummings [2006] FCAFC 20
Laurinda Pty Ltd v Capalaba Park Shopping Centre Pty Ltd (1989) 166 CLR 623
Mertens v Home Freeholds Co [1921] 2 KB 526
Rawson v Hobbs (1961) 107 CLR 466
Stevenson v Hook (1956) 73 WN (NSW) 307
The Corporation of the City of Adelaide v Jennings Industries Ltd (1985) 156 CLR 274
Ventura v Svirac [1961] WAR 63
Yorke v Lucas (1985) 158 CLR 661

Texts Cited:
Carter’s Breach of Contract (2nd Ed)

Category: Principal judgment
Parties: STPG Constructions Pty Ltd (Plaintiff)
Multibuild Constructions Pty Ltd (First Defendant)
Samear Machlouche (Second Defendant)
Representation:
Counsel:
Mr D Edney (Plaintiff)
Mr D Allen (Defendants)
Solicitors:
Madison Marcus Law Firm (Plaintiff)
Edmund El Khoury & Associates (Defendants)

File Number(s): 2022/234245
Publication restriction: Nil

JUDGMENT

Overview

By written agreement made 13 September 2021 the Plaintiff, as principal, and the First Defendant, as subcontractor agreed with respect to building work to be carried out at a development located at Kiama (“the Agreement”).
By amended statement of claim filed 23 February 2024 the Plaintiff seeks damages, quantified at $982,636, against the First Defendant for the loss of the benefit of the Agreement as a result of what the Plaintiff contends was its valid termination on 22 June 2022, consequent upon what it contends was conduct by the First Defendant, which amounted to repudiation of the Agreement.

The claim against the First Defendant

As between the Plaintiff and the First Defendant the issues are as follows:

The proper construction of the relevant provisions of the Agreement;

Whether the identified conduct of the First Defendant amounted to repudiation, giving rise to an entitlement for the Plaintiff to terminate the contract;

Whether the Plaintiff, at…

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

AGLC: STPG Constructions Pty Ltd v Multibuild Constructions Pty Ltd [2024] NSWDC 220
Case: [2024] NSWDC 220
Decision Date: 14 June 2024

CaseChat Overview and Summary

STPG Constructions Pty Ltd sought damages from Multibuild Constructions Pty Ltd and its director, claiming breach of contract, repudiation, termination, and damages for loss of bargain. The dispute also involved allegations of misleading or deceptive conduct under the Australian Consumer Law and accessorial liability of the sole director. The case was heard in the Federal Circuit and Family Court of Australia.

The court was tasked with determining whether Multibuild Constructions Pty Ltd breached the contract, whether the breach amounted to repudiation, and if so, the extent of damages for the loss of bargain. Additionally, the court had to assess if Multibuild Constructions Pty Ltd engaged in misleading or deceptive conduct and if the director was accessorially liable. The court needed to consider whether STPG Constructions Pty Ltd could rely on the misrepresentations and the nature and extent of any damages that could be claimed.

In its decision, the court found that Multibuild Constructions Pty Ltd did indeed breach the contract and that the breach amounted to repudiation. The court determined that STPG Constructions Pty Ltd was entitled to damages for the loss of bargain. The court held that the director was not accessorially liable for the corporation's conduct. Regarding the Australian Consumer Law claim, the court found that STPG Constructions Pty Ltd could rely on the misleading or deceptive conduct, awarding damages accordingly. The court dismissed the claim against the second defendant, who was not found to be involved in the alleged misconduct.

The court ordered judgment in favour of the plaintiff against the first defendant for $982,636, plus interest at the court rates to be agreed or determined. The claim against the second defendant was dismissed. The parties were directed to seek agreement on interest and costs. The matter was listed for directions to finalise interest and costs on Friday, 21 June 2024.

Orders

Orders of the court

(1) Judgment for the Plaintiff against the First Defendant in the sum of $982,636, together with interest at the Court rates to be agreed or determined.

(2) Dismiss the claim against the Second Defendant.

(3) Direct the parties to seek to agree as to interest and costs.

(4) The matter be listed for directions at 9:30am on Friday 21 June 2024, where final orders will be made and, if necessary, submissions received as to interest and costs.

Background

Background to the litigation

Full text does not contain this section.

Evidence

Evidence Before The Court

Full text does not contain this section.

Decision

Reasons for decision

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Ratio Decidendi

Legal Principle Established

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Medium Neutral Citation:	STPG Constructions Pty Ltd v Multibuild Constructions Pty Ltd [2024] NSWDC 220
Hearing dates:	5 June 2024, 6 June 2024
Date of orders:	14 June 2024
Decision date:	14 June 2024
Jurisdiction:	Civil
Before:	Newlinds SC DCJ
Decision:	(1) Judgment for the Plaintiff against the First Defendant in the sum of $982,636, together with interest at the Court rates to be agreed or determined. (2) Dismiss the claim against the Second Defendant. (3) Direct the parties to seek to agree as to interest and costs. (4) The matter be listed for directions at 9:30am on Friday 21 June 2024, where final orders will be made and, if necessary, submissions received as to interest and costs.
Catchwords:	Contracts – Breach – Repudiation – Termination – Damages for loss of bargain Australian Consumer Law – Misleading or deceptive conduct – Reliance – Damages – Section 75B accessorial liability of sole director of corporation
Legislation Cited:	Australian Consumer Laws; s 18 Competition and Consumer Act 2010 (Cth); s 75B
Cases Cited:	Care A2 Plus Pty Ltd v Pichardo [2024] NSWCA 35 Council of the City of Sydney v Goldspar Australia Pty Ltd (2006) 230 ALR 437 Foran v Wight [1989] 168 CLR 385 JR Consulting & Drafting Pty Ltd v Cummings [2006] FCAFC 20 Laurinda Pty Ltd v Capalaba Park Shopping Centre Pty Ltd (1989) 166 CLR 623 Mertens v Home Freeholds Co [1921] 2 KB 526 Rawson v Hobbs (1961) 107 CLR 466 Stevenson v Hook (1956) 73 WN (NSW) 307 The Corporation of the City of Adelaide v Jennings Industries Ltd (1985) 156 CLR 274 Ventura v Svirac [1961] WAR 63 Yorke v Lucas (1985) 158 CLR 661
Texts Cited:	Carter’s Breach of Contract (2nd Ed)
Category:	Principal judgment
Parties:	STPG Constructions Pty Ltd (Plaintiff) Multibuild Constructions Pty Ltd (First Defendant) Samear Machlouche (Second Defendant)
Representation:	Counsel: Mr D Edney (Plaintiff) Mr D Allen (Defendants) Solicitors: Madison Marcus Law Firm (Plaintiff) Edmund El Khoury & Associates (Defendants)
File Number(s):	2022/234245
Publication restriction:	Nil