Pierce Bell Sales Pty Ltd v Frazer [1973] HCA 13

Pierce Bell Sales Pty Ltd v Frazer [1973] HCA 13

The contract was for land and imposed on the respondents an obligation to put the appellant in a position to be registered as proprietor in fee simple; the Closer Settlement Act 1904 imposed a statutory restriction on transferability, and the Registrar-General's indorsement was not a condition contained in the Crown grant. Requisition 22, requiring steps to remove that restriction, was therefore a proper requisition, making the rescission clause available. However, because the appellant was a corporation disqualified from taking a transfer without a s. 31 (4) certificate, the respondents were not shown to have acted unconscionably, arbitrarily, capriciously or unreasonably in being...

Jurisdiction
Australia
Procedural Posture
Appeal Concerning Contract for Sale and Purchase of Land / High Court Appeal From Declarations of the Supreme Court of New South Wales in Equity
Outcome
Declaration of the Supreme Court of New South Wales in Equity set aside and substitute declaration made; otherwise the appeal dismissed with costs.
Legal Topics
['contract for Sale of Land' 'option to Purchase' 'settlement Purchase Grant' 'ministerial Consent and Certificate' 'requisitions on Title' 'contractual Rescission' 'unconscionability']
['contract Law' 'property Law' 'equity' 'crown Lands'] ['contract for Sale of Land' 'option to Purchase' 'settlement Purchase Grant' 'ministerial Consent and Certificate' 'requisitions on Title' 'contractual Rescission' 'unconscionability']

Case Brief

Summary, issues, holding and outcome

More case intelligence is available

Unlock the full research layer for this judgment.

Full judgment text Downloadable case file Legal principles 1 Authorities cited 2 Party arguments 2 Amounts and remedies 1
Sign in to unlock

Procedural Posture

Appeal Concerning Contract for Sale and Purchase of Land / High Court Appeal From Declarations of the Supreme Court of New South Wales in Equity

Legal Issues

  1. 1 ['Whether the subject matter of the contract was land in fee simple or a closer settlement purchase subject to the Closer Settlement Act 1904.' 'Whether the vendors were obliged to apply to the Minister under s. 31 (4) of the Closer Settlement Act 1904 for a certificate that the land had ceased to be affected by the Act.' "Whether the Registrar-General's indorsement referring to s. 31 of the Closer Settlement Act 1904 was a condition contained in the Crown grant within the meaning of the standard contract terms." 'Whether the vendors validly exercised the contractual right of rescission after the purchaser did not waive requisitions concerning removal of the statutory limitation on transferability.' 'Whether equity should restrain the vendors from relying on the rescission clause as unconscionable, arbitrary, capricious or unreasonable.']

Ratio Decidendi

The contract was for land and imposed on the respondents an obligation to put the appellant in a position to be registered as proprietor in fee simple; the Closer Settlement Act 1904 imposed a statutory restriction on transferability, and the Registrar-General's indorsement was not a condition contained in the Crown grant. Requisition 22, requiring steps to remove that restriction, was therefore a proper requisition, making the rescission clause available. However, because the appellant was a corporation disqualified from taking a transfer without a s. 31 (4) certificate, the respondents were not shown to have acted unconscionably, arbitrarily, capriciously or unreasonably in being...

Court Disposition

Declaration of the Supreme Court of New South Wales in Equity set aside and substitute declaration made; otherwise the appeal dismissed with costs.

Orders

  • ['Set aside the declaration that it was not a term of the contract that the defendants were obliged pursuant to s. 31 (4) of the Closer Settlement Act 1904 to apply to the Minister for Lands for and to do everything necessary to obtain the certificate referred to in that subsection.' 'Declare that the contract...