Greencapital Aust Pty Ltd v Pasminco Cockle Creek Smelter Pty Ltd (subject to Deed of Company Arrangement) (No 3) [2018] NSWSC 1956

Greencapital Aust Pty Ltd v Pasminco Cockle Creek Smelter Pty Ltd (subject to Deed of Company Arrangement) (No 3) [2018] NSWSC 1956

The contract conferred competing and inconsistent rights on the parties to rescind or step in following the non-achievement of conditions precedent by the Sunset Date. The parties agreed to a 'first past the post' regime. Pasminco's notice of rescission on 1 July 2018, the day after the Sunset Date, was effective and contractually permitted. None of Greencapital's submissions regarding extension of the Sunset Date, business days, or unconscientious conduct justified preventing Pasminco's exercise of its rescission right. Accordingly, Pasminco validly rescinded the contract and the remaining issues do not arise.

Jurisdiction
Australia
Judgment Date
14 December 2018
Procedural Posture
Principal Judgment / Final Judgment
Outcome
Proceedings dismissed. Contract rescinded by Pasminco. Pasminco must return the deposit.
Legal Topics
['contract for Sale of Land' 'rescission' 'conditions Precedent' 'frustration' 'specific Performance' 'step in Rights' 'remediation' 'subdivision' 'injunction']
['contract Law' 'equity' 'commercial Law' 'property Law'] ['contract for Sale of Land' 'rescission' 'conditions Precedent' 'frustration' 'specific Performance' 'step in Rights' 'remediation' 'subdivision' 'injunction']

Case Brief

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Procedural Posture

Principal Judgment / Final Judgment

Legal Issues

  1. 1 ['Whether Pasminco effectively rescinded the contract for sale of land' 'Whether Greencapital was entitled to step in to achieve conditions precedent' 'Whether the contract was frustrated by legislative amendments' "Scope of Greencapital's step in rights under the contract" 'Entitlement to reimbursement for costs if Greencapital steps in' 'Whether specific performance should be ordered' 'Whether Pasminco should be restrained from further rescission']

Ratio Decidendi

The contract conferred competing and inconsistent rights on the parties to rescind or step in following the non-achievement of conditions precedent by the Sunset Date. The parties agreed to a 'first past the post' regime. Pasminco's notice of rescission on 1 July 2018, the day after the Sunset Date, was effective and contractually permitted. None of Greencapital's submissions regarding extension of the Sunset Date, business days, or unconscientious conduct justified preventing Pasminco's exercise of its rescission right. Accordingly, Pasminco validly rescinded the contract and the remaining issues do not arise.

Court Disposition

Proceedings dismissed. Contract rescinded by Pasminco. Pasminco must return the deposit.

Orders

  • ['Proceedings dismissed' 'Pasminco must return the deposit to Greencapital']