Werribee Trust Limited v Santa Rosa Developments Limited

Werribee Trust Limited, the appellant, has brought an appeal against the decision of the High Court in a dispute with Santa Rosa Developments Limited, the respondent. The dispute pertains to agreements for the sale and purchase of eleven apartments in a development at Gulf Harbour, which Santa Rosa was to construct. Werribee Trust failed to meet the deposit payment obligations as per the agreements, and Santa Rosa subsequently attempted to cancel the agreements. Werribee Trust lodged a caveat and sought to prevent the cancellation, leading to the High Court's decision, which the appellant now appeals.

The central legal issues in the appeal revolve around whether Santa Rosa's solicitor, Ms Rose, made any commitments that would have deferred the exercise of Santa Rosa's right to cancel the agreements until after the deposit payment deadline. Additionally, Werribee Trust argues that Santa Rosa's conduct could be considered misleading under the Fair Trading Act 1986. The Court was required to determine whether Ms Rose's statements constituted an unequivocal assurance that would defer the cancellation until Tuesday, 28 October 2003, and whether Santa Rosa's actions were misleading.

The Court of Appeal found that there was no clear and unambiguous commitment by Ms Rose that would have deferred the cancellation. The statements made by Ms Rose were not such that they could be reasonably interpreted as an assurance of deferment. The Court held that Ms Rose's statements only indicated that she would seek further instructions from her client. The Court further held that Werribee Trust's attempt to tender the deposit on Tuesday was flawed because the cheque tendered was not in the correct amount and was a personal cheque, which did not constitute legal tender as per the agreements. Consequently, the appeal was dismissed, and costs were awarded to Santa Rosa.

The final orders of the Court were that the appeal is dismissed, and Werribee Trust is to pay costs to Santa Rosa amounting to $6,000, together with reasonable disbursements, including travel and accommodation costs of counsel. If the parties' counsel cannot agree on the disbursements, the Registrar is to fix them.