JUDGE:	DELANY J
WHERE HELD:	Melbourne
DATE OF HEARING:	4, 8-11, 18-19, 22-25 February, 1-4, 25 March, 17-21, 26-27 May 2021; closing submissions 25 May 2021, 11 June 2021, 29 June 2021
DATE OF RULING:	17 December 2021
CASE MAY BE CITED AS:	Troiano v Voci & Ors
MEDIUM NEUTRAL CITATION:	[2021] VSC 851

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CONTRACT – Construction of agreement – Identifying the parties to the agreement – Identifying what constitutes the agreement and its terms – Whether agreement void for uncertainty or incompleteness – Whether plaintiff entitled to rectification of the contract – Whether parties entered into a joint venture agreement – Whether the plaintiff and/or the defendant breached and/or repudiated the agreement – Simic v NSW Land & Housing Corporation (2016) 260 CLR 85, Ecosse Property Holdings Pty Ltd v Gee Dee Nominees Pty Ltd (2017) 261 CLR 544, Mount Bruce Mining Pty Ltd v Wright Prospecting Pty Ltd (2015) 256 CLR 104, Codelfa Construction Pty Ltd v State Rail Authority (NSW) (1982) 149 CLR 337, BP Refinery (Westernport) Pty Ltd v Hastings Shire Council (1977) 180 CLR 266 applied – Gibson Motorsport Merchandise Pty Ltd v Forbes [2005] FCA 749 cited – Booker Industries Pty Ltd v Wilson Parking (QLD) Pty Ltd (1982) 149 CLR 600 applied – Thorby v Goldberg (1964) 112 CLR 597, Upper Hunter District Council v Australian Chilling and Freezing Co Ltd (1968) 118 CLR 429 applied – Jieyun International Investments Pty Ltd v Toorak Development Group Pty Ltd [2021] VSC 340 applied.

EQUITY – Fiduciary relationship – Whether fiduciary duties owed, and if so, whether breached – Fiduciary relationship not established on the facts – Whether plaintiff entitled to equitable compensation – Consideration of disentitling conduct – Equitable compensation not applicable – Chirnside v Fay (2006) 3 NZCCLR 176 applied.

ESTOPPEL – General principles – Whether representations made – Whether plaintiff or defendant estopped from pursuing specific contractual claims – Representations not established on the facts – Bannon v Nauru Phosphate Royalties Trust [2018] VSC 532, Waltons Stores (Interstate) Ltd v Maher (1988) 164 CLR 387 cited.

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APPEARANCES:	Counsel	Solicitors
For the Plaintiff	Mr J D S Barber with Mr J P Carney	De Wet Partnership Solicitors
For the Defendants	Mr M A Robins QC with Mr L J S Molesworth	KCL Law

TABLE OF CONTENTS

INTRODUCTION.............................................................................................................................. 1

THE PARTIES................................................................................................................................... 10

Ms Troiano................................................................................................................................... 10
Mr Voci......................................................................................................................................... 10
PSCA............................................................................................................................................. 10
River Hills Estate Pty Ltd........................................................................................................... 11
River Hill Estate 2 Pty Ltd......................................................................................................... 11
River Hills Estate 3 Pty Ltd, River Hills Estate 4 Pty Ltd, River Hills Estate 5 Pty Ltd, River Hills Estate 6 Pty Ltd 12
Wollert Projects Pty Ltd............................................................................................................. 13
1285 Donnybrook Road Pty Ltd................................................................................................ 13
RSS Family Pty Ltd..................................................................................................................... 14

THE WITNESSES............................................................................................................................ 14

Ms Troiano................................................................................................................................... 14
Mr Voci......................................................................................................................................... 14
Mr…

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 Troiano v Voci

Details

AGLC: Troiano v Voci [2021] VSC 851
Case: [2021] VSC 851
Decision Date: 17 December 2021

CaseChat Overview and Summary

The parties in Troiano v Voci were Troiano and Voci, with the dispute concerning the interpretation and enforceability of an agreement between them. The matter was heard in the Supreme Court of Victoria. The legal issues before the court included determining whether the agreement was sufficiently certain and complete to be enforceable, whether the plaintiff was entitled to rectification of the contract, and whether the parties had entered into a joint venture agreement. The court also needed to ascertain whether either party had breached or repudiated the agreement and whether the plaintiff was owed any equitable compensation.

The court considered the nature of the agreement and whether it was sufficiently certain and complete to be enforceable. It examined the terms of the agreement and the conduct of the parties to determine if there was a binding contract. The court applied principles from relevant case law, such as Simic v NSW Land & Housing Corporation and Ecosse Property Holdings Pty Ltd v Gee Dee Nominees Pty Ltd, to assess the certainty of the agreement. The court found that the agreement was not sufficiently certain and complete to be enforceable, and therefore, the plaintiff was not entitled to rectification of the contract.

In addressing the issue of whether the parties had entered into a joint venture agreement, the court examined the terms of the agreement and the conduct of the parties. It found that the agreement did not constitute a joint venture as defined by law and that the parties had not entered into such an agreement. The court also considered whether either party had breached or repudiated the agreement and found that there was no breach or repudiation by either party. Additionally, the court found that the plaintiff was not entitled to equitable compensation as no fiduciary relationship was established between the parties, and the plaintiff's claim for equitable compensation was therefore dismissed.

The court's final orders included that the agreement between the parties was not sufficiently certain and complete to be enforceable, the plaintiff was not entitled to rectification of the contract, and there was no joint venture agreement between the parties. The court also found that neither party had breached or repudiated the agreement, and the plaintiff's claim for equitable compensation was dismissed.

Orders