Tapp v Barnett - [2021] NSWSC 1271

Supreme Court

New South Wales

Medium Neutral Citation: Tapp v Barnett [2021] NSWSC 1271
Hearing dates: 1-2 June 2021; 25 August 2021
Date of orders: 6 October 2021
Decision date: 06 October 2021
Jurisdiction: Equity
Before: Darke J
Decision:
Parties held to have entered into a binding contract for sale of certain land. Orders made in the nature of specific performance.

Catchwords:
CONTRACTS – formation of contracts – intention to be bound – plaintiffs as purchasers and defendant as vendor signed front page of standard form contract for sale of land – signing occurs in the presence of a licensed conveyancer acting for all parties – nine lots the subject of sale comprised approximately half of the property known as “Myoora” – purchase price expressed to be $1.00 – form of contract records all matters essential for a binding contract for sale of land – defendant contended that form of contract was in the nature of a draft and not intended to be binding – dispute as to what was said about document at time of signing – held that form of contract was not merely a draft – held that binding contract for sale was made when the parties signed form of contract – orders made for specific performance of contract
ESTOPPEL – equitable estoppel – proprietary estoppel – defendant to inherit “Myoora” under mother’s will subject to making payments of $500,000 – defendant tells plaintiffs that if they could provide the money to enable the payments to be made, she would transfer half of “Myoora” to them – plaintiffs make payment of $150,000 on basis that amount would be part of the buy in for half of “Myoora” – mother’s will amended so gift of “Myoora” to defendant now subject to making payments of $350,000 – following mother’s death plaintiffs assist defendant to make the payments of $350,000 – plaintiffs became borrowers with the defendant on a $340,000 loan and provided a further $10,000 – held that reference to a transfer of “half of Myoora” sufficiently certain to support an equitable estoppel – held it was reasonable for the plaintiffs to rely upon the defendant’s assurances and assume or expect that the defendant would fulfil her promise – held that it would have been unconscionable for the defendant to depart from the assumption or expectation she created

Legislation Cited:
Conveyancing Act 1919 (NSW), s 60
Duties Act 1997 (NSW), s 274(1)

Cases Cited:
Austotel Pty Ltd v Franklins Selfserve Pty Ltd (1989) 16 NSWLR 582
DHJPM Pty Ltd v Blackthorn Resources Ltd (2011) 83 NSWLR 728; [2011] NSWCA 348
Doueihi v Construction Technologies Australia Pty Ltd (2016) 92 NSWLR 247; [2016] NSWCA 105
Equuscorp Pty Ltd v Glengallan Investments Pty Ltd (2004) 218 CLR 471; [2004] HCA 55
Ramsden v Dyson (1866) LR 1 HL 129
Sidhu v Van Dyke (2014) 251 CLR 505; [2014] HCA 19
Smith v Mansi [1963] 1 WLR 26
Sullivan v Sullivan (2006) 13 BPR 24,755; [2006] NSWCA…

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.

Continue reading Tapp v Barnett

Details

AGLC: Tapp v Barnett [2021] NSWSC 1271
Case: [2021] NSWSC 1271
Decision Date: 06 October 2021

CaseChat Overview and Summary

The case of Tapp v Barnett involved a dispute between the plaintiffs, who sought to enforce a contract for the sale of land, and the defendant, who contested the binding nature of the contract. The plaintiffs, as purchasers, and the defendant, as vendor, signed the front page of a standard form contract for the sale of land in the presence of a licensed conveyancer acting for all parties. The contract pertained to the sale of nine lots, which made up approximately half of the property known as “Myoora,” for a purchase price of $1.00. The form of the contract included all the essential elements required for a binding contract for the sale of land. The defendant argued that the form of the contract was a draft and not intended to be binding, while the plaintiffs maintained that a binding contract was formed upon signing. The court had to determine whether the signed form of the contract was a binding agreement or merely a draft.

The legal issues before the court included whether the signed form of the contract constituted a binding agreement for the sale of land and whether the defendant's assurances regarding the transfer of property could be relied upon to create an equitable estoppel. The court found that the form of the contract was not merely a draft but a binding contract, as it included all the essential terms and was signed in the presence of a licensed conveyancer. The court also held that the defendant's assurances regarding the transfer of half of “Myoora” were sufficiently certain to support an equitable estoppel. The court concluded that it was reasonable for the plaintiffs to rely on the defendant's assurances and that it would have been unconscionable for the defendant to depart from the assumption or expectation she created.

Based on the findings, the court ordered specific performance of the contract for the sale of land. This meant that the plaintiffs were entitled to enforce the contract, and the defendant was required to transfer the nine lots as agreed. The court also upheld the equitable estoppel, ensuring that the defendant could not renege on her assurances regarding the transfer of property. The final orders of the court were that the defendant must transfer the nine lots to the plaintiffs and that the plaintiffs were entitled to rely on the defendant's assurances regarding the property transfer.

Orders