Strand Estates Pty Ltd v Yamamoto

Strand Estates Pty Ltd brought an action against Yamamoto, the vendor, regarding the validity of a deed of option. The dispute centred on whether the deed's documents were counterparts at the time of exchange and whether the option was granted at the time of exchange or upon receipt of the exchanged document by the vendor. The case was heard in the Supreme Court of New South Wales. The court had to decide several legal issues, including the effect of the abandonment of claims by the defendant, the implied actual authority of the vendor to authorise the plaintiff's solicitor to undertake all necessary actions to effect a valid exchange, and the ratification of the agency relationship by the vendor. The court also needed to determine whether the purchaser had to provide the vendor with a cooling-off certificate pursuant to section 66ZC and the entitlement to rescind in the absence of such a certificate.

The court found that the deed's documents were not counterparts at the time of exchange, and the grant of the option occurred at the time of exchange, not upon receipt of the exchanged document by the vendor. The court held that the abandonment of claims by the defendant had no effect on the validity of the deed, and the vendor had impliedly authorised the plaintiff's solicitor to undertake all necessary actions to effect a valid exchange. The court also found that the vendor had ratified the agency relationship by her conduct. The court held that the purchaser was not required to provide the vendor with a cooling-off certificate and that the grantor had the right to rescind in the absence of such a certificate. The court found that the requirement for the notice of the cooling-off period to be attached to the contract or for either party to be able to rescind was not met as the documents were not attached to the contract. The court also held that section 66ZH of the Conveyancing Act 1919 (NSW) was unjust and inappropriate as it gave the benefit of the cooling-off period to the grantee and the rights of rescission to the grantor.

The final orders of the court were that the deed of option was valid, and the option was granted at the time of exchange. The court also found that the vendor had impliedly authorised the plaintiff's solicitor to undertake all necessary actions to effect a valid exchange and that the vendor had ratified the agency relationship by her conduct. The court held that the purchaser was not required to provide the vendor with a cooling-off certificate and that the grantor had the right to rescind in the absence of such a certificate. The court also found that the requirement for the notice of the cooling-off period to be attached to the contract or for either party to be able to rescind was not met as the documents were not attached to the contract. The court held that section 66ZH of the Conveyancing Act 1919 (NSW) was unjust and inappropriate as it gave the benefit of the cooling-off period to the grantee and the rights of rescission to the grantor.