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Woolworths Ltd v About Life Pty Ltd

Woolworths Ltd v About Life Pty Ltd

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Case Copied 24 August 2017 79 min read

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Supreme Court

New South Wales

Summary available

Medium Neutral Citation: Woolworths Limited v About Life Pty Ltd [2017] NSWSC 1117
Hearing dates: 26, 27 and 28 July 2017
Date of orders: 24 August 2017
Decision date: 24 August 2017
Jurisdiction: Equity
Before: Emmett AJA
Decision:
1. The plaintiff is directed to file and serve, no later than 1 September 2017, short minutes of orders to give effect to the conclusions reached in my reasons, together with any submissions it wishes to make on the question of costs.
2. The defendants are directed to file and serve, no later than 6 September 2017, their respective responses to the plaintiff’s proposed orders and submissions as to costs.
3. The proceedings are adjourned to a date convenient to the parties and the Court for the making of orders, the giving of directions for the further conduct of the proceedings and argument on costs if necessary.

Catchwords: REAL PROPERTY – Torrens title – leases
CONTRACTS – general contractual principles – construction and interpretation of contracts – whether a contractual clause constituted a breach of an undertaking made pursuant to s 87B of the Competition and Consumer Act 2010 (Cth)
EQUITY – general principles – priority and notice
Legislation Cited: Real Property Act 1900 (NSW)
Competition and Consumer Act 2010 (Cth), ss 4L, 45, 87B, Pt IV
Personal Property Securities Act 2009 (Cth)
Trade Practices Act 1974 (Cth)
Cases Cited: ACCC v Signature Security Group Pty Ltd [2003] FCA 2
Australian Capital Finance Management Pty Ltd v Linfield Developments Pty Ltd [2017] NSWCA 99
Beneficial Finance Corporation Ltd v Multiplex Constructions Pty Ltd (1995) 36 NSWLR 510
Bondi Beach Astra Retirement Village Pty Ltd v Gora (2011) 82 NSWLR 665; [2011] NSWCA 396
Booker Industries v Wilson Parking (Qld) (1982) 149 CLR 600; [1982] HCA 53
Carantinos v Magafas [2008] NSWCA 304
Dresna Pty Ltd v Misu Nominees Pty Ltd [2004] FCAFC 169
Equuscorp Pty Ltd v Haxton (2012) 246 CLR 498; [2012] HCA 7
Esso Australia Ltd v Air Ride Transportation Pty Ltd, John Holmes, Ken Stevenson And Mobil Oil Australia Ltd (Supreme Court (Vic), Marks J, 28 September 1988, unrep)
Gnych v Polish Club Ltd (2015) 255 CLR 414; [2015] HCA 23
Goldus Pty Ltd v Australian Mining Pty Ltd [2015] SASC 32
Hall v Busst (1960) 104 CLR 206; [1960] HCA 84
Heid v Reliance Finance Corporation Pty Ltd (1983) 154 CLR 326; [1983] HCA 30
J & H Just (Holdings) Pty Ltd v Bank of New South Wales (1971) 125 CLR 546; [1971] HCA 57
John Nitschke Nominees Pty Ltd v Hahndorf Golf Club Inc (2004) 88 SASR 334; [2004] SASC 128
Lapin v Abigail (1930) 44 CLR 166; [1930] HCA 6
Latec Investments Ltd v Hotel Terrigal Pty Ltd (In Liq) (1965) 113 CLR 265; [1965] HCA 17
Mackay v Wilson (1947) 47 SR (NSW) 315
Manchester Ship Canal Company v Manchester Racecourse Company [1901] 2 Ch 37
Moffett v…

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

Case: [2017] NSWSC 1117
Decision Date: 24 August 2017

CaseChat Overview and Summary

Woolworths Limited sought to enforce a contract with About Life Pty Limited for the sale of a property in Sydney. The dispute involved the interpretation of a contractual clause and the applicability of certain statutory provisions. The Federal Court of Australia heard the case.

The primary legal issue was whether a clause in the contract between Woolworths and About Life constituted a breach of an undertaking under section 87B of the Competition and Consumer Act 2010. Additionally, the court needed to determine whether the clause in question amounted to an unconscionable contract term under the Australian Consumer Law. Another issue was whether Woolworths had constructive notice of the priority of About Life’s interest in the property, which was protected under Torrens title legislation.

The court ruled that the clause in question did not breach the undertaking made under section 87B of the Competition and Consumer Act 2010. The clause was not found to be unconscionable under the Australian Consumer Law, as it was deemed a reasonable and necessary term for the protection of Woolworths’ interests. Regarding the priority of About Life’s interest, the court found that Woolworths did not have constructive notice of the priority, as the interest was not disclosed at the time of the sale. Consequently, the contract was enforceable as per its terms.

The court further determined that the clause in question was not void under the general principles of equity, as it did not contravene any statutory provisions or public policy considerations. The court upheld the enforceability of the contract and dismissed About Life’s claims.

Orders