Toma v Taylor Square TT Pty Ltd

The appeal in *Toma v Taylor Square TT Pty Ltd* concerned a vendor's attempt to enforce a contract for the sale of land and underlying businesses against a guarantor after the purchasers failed to complete the transaction. The primary judge had granted an order for specific performance against the guarantor. The appeal was brought by the guarantor, who argued they were not liable to perform the purchasers' principal obligations under the contract.

The central legal issue before the Court of Appeal was the scope of the guarantor's liability. Specifically, the court had to determine whether the guarantor's obligations extended to performing the purchasers' primary contractual obligations, such as completing the purchase of the land and businesses, or if their liability was confined to a secondary obligation, such as paying damages for breach of contract.

The Court of Appeal allowed the appeal, finding that the guarantor was not liable to perform the purchasers' principal obligations. The court reasoned that the guarantee, as construed, did not extend to requiring the guarantor to step into the shoes of the purchasers and complete the purchase. Instead, the guarantor's liability was limited to a secondary obligation arising from the purchasers' default. Consequently, the court set aside the primary judge's order for specific performance against the guarantor and dismissed the claim for specific performance.