Urban Traders Pty Limited v Proceris Pty Limited

Urban Traders Pty Limited (Plaintiff) and Proceris Pty Limited (Defendant) were parties to a joint venture agreement for the development of property. The dispute arose when the Plaintiff sought to appoint trustees for the sale of the property under section 66G of the Conveyancing Act 1919, without having given the Defendant notice of the dispute as required by the joint venture agreement. The Defendant argued that the Plaintiff had terminated the joint venture agreement by giving an offer to sell notice, but this was not a genuine offer as it was made in bad faith and did not reflect the fair market price of the property. The Plaintiff contended that the offer to sell notice was valid and that the Defendant's failure to accept it justified the termination of the joint venture agreement.

The court was required to determine whether the offer to sell notice provided for in the joint venture agreement required that the stipulated offer price be a fair market price or a genuine offer made in good faith. The court also had to consider whether the Plaintiff's failure to give notice of the dispute as required by the joint venture agreement meant that it was precluded from seeking the appointment of trustees for the sale of the property. The court found that the offer to sell notice provision did not require that the offer price be a fair market price or a genuine offer made in good faith. Rather, it required that the Plaintiff give the Defendant written notice of the offer to sell and that the Defendant had 21 days to accept the offer. The court also found that the Plaintiff's failure to give notice of the dispute as required by the joint venture agreement did not preclude it from seeking the appointment of trustees for the sale of the property.

In conclusion, the court found that the Plaintiff was entitled to appoint trustees for the sale of the property under section 66G of the Conveyancing Act 1919. However, the court also found that the Defendant was entitled to damages for the Plaintiff's breach of the joint venture agreement by terminating the agreement without giving the Defendant notice of the dispute as required by the agreement. The court ordered that the Plaintiff pay damages to the Defendant in the sum of $2,000,000. The court also ordered that the Plaintiff bear its own costs of the proceedings.