Cordon v Lesdor [2010] NSWSC 1073

Cordon v Lesdor [2010] NSWSC 1073

On the proper construction of the deed, Cordon was required to complete the building works in accordance with the approvals, plans and specifications and in a good and workmanlike manner, not merely to achieve practical completion. Cordon had not done so and insisted on performing only according to its erroneous construction; it also failed to meet its obligations concerning the NAB facility. Lesdor was therefore entitled to accept Cordon's repudiation and terminate the deed, and its refusal to sign the strata plan was not a breach. Cordon had no damages, restitutionary or quantum meruit entitlement. Lesdor breached the IMA but Cordon proved no resulting loss. Lesdor's damages were...

Jurisdiction
Australia
Judgment Date
29 October 2010
Procedural Posture
Equity Division Technology & Construction List Principal Judgment Concerning a Joint Venture Deed for Property Redevelopment / Final Hearing After Reference; Determination of Claim, Cross Claim and Adoption of Referee's Report
Outcome
Plaintiff's claim fails. Defendant's cross-claim succeeds in part. Referee's report adopted. Costs reserved.
Legal Topics
['construction of Joint Venture Deed' 'completion and Practical Completion' 'substantial Performance' 'repudiation and Termination' 'implied Duty of Good Faith' 'fiduciary Obligations in Commercial Contracts' 'unjust Enrichment and Quantum Meruit' 'mitigation of Loss' "adoption of Referee's Report"]
['contract Law' 'equity' 'restitution' 'damages' 'practice and Procedure' 'construction Law'] ['construction of Joint Venture Deed' 'completion and Practical Completion' 'substantial Performance' 'repudiation and Termination' 'implied Duty of Good Faith' 'fiduciary Obligations in Commercial Contracts' 'unjust Enrichment and Quantum Meruit' 'mitigation of Loss' "adoption of Referee's Report"]

Case Brief

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Procedural Posture

Equity Division Technology & Construction List Principal Judgment Concerning a Joint Venture Deed for Property Redevelopment / Final Hearing After Reference; Determination of Claim, Cross Claim and Adoption of Referee's Report

Legal Issues

  1. 1 ['Whether Cordon achieved completion of the building works in accordance with the deed as varied.' 'Whether Lesdor was obliged to sign the strata plan when requested by Cordon.' 'Whether Lesdor breached an implied obligation of good faith and fair dealing.' "Whether Cordon breached obligations concerning the financial accommodation needed to fund the development, or Lesdor wrongfully interfered with Cordon's dealings with NAB." 'Whether Cordon owed and breached fiduciary obligations in relation to drawdowns from the NAB facility.' 'Whether Lesdor breached the Interim Management Agreement and whether Cordon suffered loss.' 'Whether Cordon had a restitutionary or quantum meruit claim against Lesdor.' 'Whether Lesdor suffered recoverable loss and whether it failed to mitigate that loss.' "Whether the referee's report should be adopted."]

Ratio Decidendi

On the proper construction of the deed, Cordon was required to complete the building works in accordance with the approvals, plans and specifications and in a good and workmanlike manner, not merely to achieve practical completion. Cordon had not done so and insisted on performing only according to its erroneous construction; it also failed to meet its obligations concerning the NAB facility. Lesdor was therefore entitled to accept Cordon's repudiation and terminate the deed, and its refusal to sign the strata plan was not a breach. Cordon had no damages, restitutionary or quantum meruit entitlement. Lesdor breached the IMA but Cordon proved no resulting loss. Lesdor's damages were...

Court Disposition

Plaintiff's claim fails. Defendant's cross-claim succeeds in part. Referee's report adopted. Costs reserved.

Orders

  • ['Direct the parties to exchange, and deliver to my Associate, by 12 November 2010 a minute of the orders that each submits should be made to give effect to these reasons, together with written submissions, no more than 10 pages in length, in support of those orders.' 'Direct the parties to exchange, and deliver to...