Wharf St Pty Ltd v Amstar Learning Pty Ltd - [2004] QCA 256

SUPREME COURT OF QUEENSLAND

CITATION:

Wharf St P/L & Anor v Amstar Learning P/L & Ors [2004] QCA 256

PARTIES:

WHARF ST PTY LTD ACN 090 998 673
(plaintiff/first respondent)
BECKETT SERVICES PTY LTD ACN 010 101 792
(plaintiff/second respondent)
v
AMSTAR LEARNING PTY LTD ACN 074 494 250
(formerly ADROIT HUMAN RESOURCES PTY LTD)
(defendant/first appellant)
NARENDRA JAIN
(defendant/second appellant)
GEOFFREY GRAHAM BATT-RAWDEN

(defendant/third appellant)

FILE NO/S:

Appeal No 2229 of 2004

DC No 922 of 2002

DIVISION:

Court of Appeal

PROCEEDING:

General Civil Appeal

ORIGINATING COURT:

District Court at Brisbane

DELIVERED ON:

30 July 2004

DELIVERED AT:

Brisbane

HEARING DATE:

21 June 2004

JUDGES:

McPherson JA, Williams JA, Jerrard JA

Separate reasons for judgment of each member of the Court, each concurring as to the orders made

ORDER:

1.   Appeal allowed

2.   Judgment varied by reducing the amount (including interest) for which it was given from $72,605.75 to $33,573.36

3.   No order as to costs of appeal

CATCHWORDS:

CONTRACTS – OFFER AND ACCEPTANCE – where parties agreed to terms of lease in letter but formal contract never executed – whether binding contract

CONTRACTS– VAGUENESS AND UNCERTAINTY – whether lease void for not specifying area of lease

CONTRACTS – CONSTRUCTION AND INTERPRETATION – where term of lease provided for lessee to pay to lessor six months rent in the event of early termination – whether lessee “terminated” the lease

GUARANTEES – CONSTRUCTION AND EFFECT – EXTENT OF LIABILITY – where lease terminated early - whether guarantee of directors extended to rent payments due for period after the termination of the agreement

Akot Pty Ltd v Rathmines Investments Pty Ltd [1984] 1 Qd R 302, applied
Citicorp Australia Ltd v Hendry (1985) 4 NSWLR 1, cited
Masters v Cameron (1954) 91 CLR 353, applied
Moschi v Lep Air Services Ltd [1973] AC 331, distinguished
Ontario Marble Co Ltd v Creative Memorials Ltd (1963) 39 DLR (2d) 149, approved
Slade’s Case (1602) 76 ER 1074, cited
Smith v Eldridge (1854) 15 CB 236, applied
Sunbird Plaza Pty Ltd v Maloney (1988) 166 CLR 245, applied

Suttor v Gundowda Pty Ltd (1950) 81 CLR 418, applied

COUNSEL:

B DeBuse for the second and third appellants

P W Hackett for the respondents

SOLICITORS:

Maloney Lawyers as town agents for Turner Freeman for the second and third appellants

Fox Lawyers for the respondents

McPHERSON JA: The first and second plaintiffs, which are the respondents to this appeal, are companies controlled respectively by Mr Peter Benson and his father that own a registered allotment of land with a two storey building on it at Wharf Street in the city. It is convenient to refer to them as the Benson companies. In about the middle of 2000 they let Howto.com Pty Ltd into possession of part of the first level (ie above ground floor) of the building pending the execution of a lease for five years. The lease was never executed, but Howto remained in occupation of the…

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.

Keep reading for free

Create a free CaseChat account to read Wharf St Pty Ltd v Amstar Learning Pty Ltd and more:

Read every judgment in full
Ask AI and get answers linked to paragraphs
See how each paragraph was cited in later cases
Download judgments as PDF or Word

Continue with Google

One click creates your free account or signs you in.

By continuing you agree to the Terms and Privacy Policy.

Details

Case: [2004] QCA 256
Decision Date: 30 July 2004

CaseChat Overview and Summary

The case of Wharf St Pty Ltd v Amstar Learning Pty Ltd involved a dispute between the parties over a lease agreement. Wharf St, the lessor, alleged that Amstar Learning, the lessee, breached the lease by terminating it early and failing to pay outstanding rent. The primary judge found that the lease agreement was binding and that the lessee terminated the lease, entitling the lessor to six months' rent under the terms of the lease. The primary judge also found that the directors of Amstar Learning were liable for the outstanding rent under a guarantee they had provided. Amstar Learning appealed the decision, arguing that the lease was not binding, that it had not terminated the lease, and that the directors were not liable for the outstanding rent.

The legal issues in the case were whether the parties had entered into a binding lease agreement, whether the lease had been terminated, and whether the directors were liable for the outstanding rent. The court considered the evidence of the parties' communications and the terms of the lease to determine whether a binding agreement had been reached. The court also considered the terms of the lease to determine whether the lessee had terminated the lease and whether the directors were liable for the outstanding rent under the guarantee they had provided.

The court found that the parties had reached a binding agreement in principle, even though a formal contract had not been executed. The court also found that the lease was not void for vagueness and that the lessee had terminated the lease, entitling the lessor to six months' rent. The court held that the directors were liable for the outstanding rent under the guarantee they had provided. However, the court varied the primary judge's judgment to reduce the amount of damages awarded to the lessor, finding that the primary judge had awarded interest on the full amount of the claim, which was not appropriate.

The court allowed the appeal in part, varied the primary judge's judgment, and made no order as to the costs of the appeal. The amount of damages awarded to the lessor was reduced from $72,605.75 to $33,573.36, and the directors of the lessee were held liable for the outstanding rent under the guarantee they had provided. The court held that the lease agreement was binding, that the lessee had terminated the lease, and that the directors were liable for the outstanding rent.

Orders

Orders of the court

1. Appeal allowed

2. Judgment varied by reducing the amount (including interest) for which it was given from $72,605.75 to $33,573.36

3. No order as to costs of appeal

Background

Background to the litigation

Full text does not contain this section.

Evidence

Evidence Before The Court

Full text does not contain this section.

Decision

Reasons for decision

Full text does not contain this section.

Ratio Decidendi

Legal Principle Established

Full text does not contain this section.

CITATION:	Wharf St P/L & Anor v Amstar Learning P/L & Ors [2004] QCA 256
PARTIES:	WHARF ST PTY LTD ACN 090 998 673 (plaintiff/first respondent) BECKETT SERVICES PTY LTD ACN 010 101 792 (plaintiff/second respondent) v AMSTAR LEARNING PTY LTD ACN 074 494 250 (formerly ADROIT HUMAN RESOURCES PTY LTD) (defendant/first appellant) NARENDRA JAIN (defendant/second appellant) GEOFFREY GRAHAM BATT-RAWDEN (defendant/third appellant)
FILE NO/S:	Appeal No 2229 of 2004 DC No 922 of 2002
DIVISION:	Court of Appeal
PROCEEDING:	General Civil Appeal
ORIGINATING COURT:	District Court at Brisbane
DELIVERED ON:	30 July 2004
DELIVERED AT:	Brisbane
HEARING DATE:	21 June 2004
JUDGES:	McPherson JA, Williams JA, Jerrard JA Separate reasons for judgment of each member of the Court, each concurring as to the orders made
ORDER:	1. Appeal allowed 2. Judgment varied by reducing the amount (including interest) for which it was given from $72,605.75 to $33,573.36 3. No order as to costs of appeal
CATCHWORDS:	CONTRACTS – OFFER AND ACCEPTANCE – where parties agreed to terms of lease in letter but formal contract never executed – whether binding contract CONTRACTS– VAGUENESS AND UNCERTAINTY – whether lease void for not specifying area of lease CONTRACTS – CONSTRUCTION AND INTERPRETATION – where term of lease provided for lessee to pay to lessor six months rent in the event of early termination – whether lessee “terminated” the lease GUARANTEES – CONSTRUCTION AND EFFECT – EXTENT OF LIABILITY – where lease terminated early - whether guarantee of directors extended to rent payments due for period after the termination of the agreement Akot Pty Ltd v Rathmines Investments Pty Ltd [1984] 1 Qd R 302, applied Citicorp Australia Ltd v Hendry (1985) 4 NSWLR 1, cited Masters v Cameron (1954) 91 CLR 353, applied Moschi v Lep Air Services Ltd [1973] AC 331, distinguished Ontario Marble Co Ltd v Creative Memorials Ltd (1963) 39 DLR (2d) 149, approved Slade’s Case (1602) 76 ER 1074, cited Smith v Eldridge (1854) 15 CB 236, applied Sunbird Plaza Pty Ltd v Maloney (1988) 166 CLR 245, applied Suttor v Gundowda Pty Ltd (1950) 81 CLR 418, applied
COUNSEL:	B DeBuse for the second and third appellants P W Hackett for the respondents
SOLICITORS:	Maloney Lawyers as town agents for Turner Freeman for the second and third appellants Fox Lawyers for the respondents