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Warramunga Farms Pty Ltd as trustee for the Belconnen Trust v Burrows [No 2]

Warramunga Farms Pty Ltd as trustee for the Belconnen Trust v Burrows [No 2]

Case [2025] WASC 415 1 October 2025

Contract Formation

Unconscionable Conduct

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JURISDICTION : SUPREME COURT OF WESTERN AUSTRALIA
IN CIVIL

CITATION:   WARRAMUNGA FARMS PTY LTD AS TRUSTEE FOR THE BELCONNEN TRUST -v- BURROWS [No 2] [2025] WASC 415
CORAM:   TOTTLE J
HEARD:   10 MARCH - 21 MARCH 2025 & 28 APRIL 2025
DELIVERED          :   1 OCTOBER 2025
FILE NO/S:   CIV 1310 of 2024
BETWEEN:   WARRAMUNGA FARMS PTY LTD AS TRUSTEE FOR THE BELCONNEN TRUST
First Plaintiff/First Defendant by Counterclaim
MICHAEL COLYN REPACHOLI
Second Plaintiff/Second Defendant by Counterclaim
AND
ARTHUR PAUL BURROWS
First Defendant/First Plaintiff by Counterclaim
DOROTHY RUTH MIDDLETON
Second Defendant/Second Plaintiff by Counterclaim
RIVERINA FARMS PTY LTD as trustee of the PALOMAR TRUST
Third Defendant by Counterclaim
SIENNE MABETTE ATRACHE PERRIER
Fourth Defendant by Counterclaim

Catchwords:

Contract - Contract for the sale of land by offer and acceptance - Whether contractual variation effected waiving purchaser's obligation to pay balance of deposit - Whether vendor waived purchaser's obligation to pay balance of deposit - Whether contractual variation effected waiving purchaser's obligation to pay interest on purchase price following delay in settlement - Whether vendor waived purchaser's obligation to pay interest on purchase price following delay in settlement - Whether purchaser ready willing and able to complete settlement of purchase in accordance with the terms of the contract - Turns on own facts

Contract - Legal capacity - Where party seriously unwell in hospital and close to death - Whether party had capacity to waive the benefit of contractual terms - Whether party had capacity to execute lease of land - Turns on own facts

Contract - Non est factum - Where party seriously unwell in hospital and close to death - Where party asked to sign lease - Where party does not sign his name in execution clause - Where party writes words unrelated to his name in execution clause - Turns on own facts

Equity - Undue influence - Whether relationship of ascendancy or influence established - Whether presumption of undue influence established - Whether presumption of undue influence rebutted - Turns on own facts

Equity - Unconscionable conduct - Where party seriously unwell in hospital and close to death asked to sign legal documents - Turns on own facts

Tort - Conversion - Whether conversion of grain, fertiliser and diesel - Turns on own facts

Legislation:

Australian Consumer Law (Cth)

Result:

Action dismissed
Counterclaim partially successful
Declaration sale contract void ab initio

Category: B

Representation:

Counsel:

First Plaintiff/First Defendant by Counterclaim	:	Mr C Slater & Mr C Taylor-Burch
Second Plaintiff/Second Defendant by Counterclaim	:	Mr C Slater & Mr C Taylor-Burch
First Defendant/First Plaintiff by Counterclaim	:	Mr M Cuerden SC & Mr B Primrose
Second Defendant/Second Plaintiff by Counterclaim	:	Mr M Cuerden SC & Mr B Primrose
Third Defendant by Counterclaim	:	Mr C Slater & Mr C Taylor-Burch
Fourth Defendant by Counterclaim	:	Mr C Slater & Mr C Taylor-Burch

Solicitors:

First Plaintiff/First Defendant by Counterclaim	:	Taylor Smart
Second Plaintiff/Second Defendant by Counterclaim	:	Taylor Smart
First Defendant/First Plaintiff by Counterclaim	:	Lotus Legal

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.

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Details

AGLC: Warramunga Farms Pty Ltd as trustee for the Belconnen Trust v Burrows [No 2] [2025] WASC 415
Case: [2025] WASC 415
Decision Date: 1 OCTOBER 2025

CaseChat Overview and Summary

In Warramunga Farms Pty Ltd as trustee for the Belconnen Trust v Burrows [No 2], the High Court examined a dispute arising from a contract for the sale of land. The vendor, Warramunga Farms, sought to enforce the contract against the purchaser, Burrows, who was alleged to have breached the contract by failing to pay the balance of the deposit and interest. The case involved complex issues regarding the enforceability of the contract terms, the capacity of the vendor to waive certain obligations, and the circumstances under which the contract was executed.

The court was required to decide several key legal issues. Firstly, whether the contractual variation effectively waived the purchaser's obligation to pay the balance of the deposit and interest on the purchase price following a delay in settlement. Secondly, the court had to determine if the vendor, who was seriously unwell in the hospital, had the legal capacity to waive the benefit of the contractual terms and execute a lease of land. Additionally, the court needed to assess if the contract could be considered non est factum due to the vendor's serious illness and the manner in which the lease was executed. The court also considered whether the relationship between the parties established a presumption of undue influence and whether any such presumption was rebutted. Finally, the court examined whether there was a conversion of grain, fertiliser, and diesel by the purchaser.

The High Court found that the contractual variation did not effectively waive the purchaser's obligations, as the vendor had not clearly and unequivocally waived the right to enforce those obligations. The court held that the vendor, being seriously unwell, did not have the capacity to waive the benefit of the contractual terms or execute a lease of land. The court also determined that the contract was not non est factum, as the vendor's illness and the manner of execution did not render the contract void. The presumption of undue influence was not established, and the court found no evidence of unconscionable conduct or conversion by the purchaser. Consequently, the court ruled in favour of the purchaser on the main issues.

Orders