Khattar v Hills Shoppingtown Pty Ltd (subject to a Deed of Company Arrangement) [2022] NSWSC 363

Khattar v Hills Shoppingtown Pty Ltd (subject to a Deed of Company Arrangement) [2022] NSWSC 363

The second and third defendants breached their contractual obligations under the Deed of Agreement by failing to transfer twenty unencumbered units or provide replacement units to GK3 (under plaintiffs' control), and their conduct constituted continuing repudiation. The plaintiffs were entitled to accept repudiation, terminate the contract, and recover loss of bargain damages for contractual rights personally conferred and lost, assessed at the date for performance and based on the agreed value. The cross-claim against the cross-defendant failed for want of evidence and lack of direct contractual obligation.

Jurisdiction
Australia
Judgment Date
30 March 2022
Procedural Posture
Principal Judgment / Judgment Following Trial
Outcome
Judgment for the plaintiffs against second and third defendants for damages for breach of the Deed of Agreement. Cross-claim dismissed. Costs reserved.
Legal Topics
['construction and Interpretation of Deeds' 'repudiation and Termination' 'damages for Breach' 'estoppel by Deed']
['contract Law' 'equity'] ['construction and Interpretation of Deeds' 'repudiation and Termination' 'damages for Breach' 'estoppel by Deed']

Case Brief

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Procedural Posture

Principal Judgment / Judgment Following Trial

Legal Issues

  1. 1 ['Whether the defendants breached the Deed of Agreement by failing to transfer units or provide replacement units' "Whether the defendants' conduct amounted to repudiation of contract" 'Whether the plaintiffs elected to affirm the contract by seeking specific performance' 'Whether the plaintiffs suffered loss and are personally entitled to damages for breach' 'Whether estoppel by deed applies to admissions of breach' 'Whether the cross-defendant is liable to indemnify the defendants or liable for tortious interference']

Ratio Decidendi

The second and third defendants breached their contractual obligations under the Deed of Agreement by failing to transfer twenty unencumbered units or provide replacement units to GK3 (under plaintiffs' control), and their conduct constituted continuing repudiation. The plaintiffs were entitled to accept repudiation, terminate the contract, and recover loss of bargain damages for contractual rights personally conferred and lost, assessed at the date for performance and based on the agreed value. The cross-claim against the cross-defendant failed for want of evidence and lack of direct contractual obligation.

Court Disposition

Judgment for the plaintiffs against second and third defendants for damages for breach of the Deed of Agreement. Cross-claim dismissed. Costs reserved.

Orders

  • ['Damages to be awarded to the plaintiffs against second and third defendants, including interest;' 'Cross-claim by third defendant against cross-defendant dismissed;' 'Further submissions to be heard as to form and calculation of damages and costs.']