Centuria Property Funds Ltd v Thorn Australia Pty Ltd [2022] NSWCA 104

Centuria Property Funds Ltd v Thorn Australia Pty Ltd [2022] NSWCA 104

The parties' objective intention, as shown by the Heads of Agreement and subsequent conduct, was that neither would be bound until both parties executed the formal lease and incentive deed documents; the procedural steps agreed after 5 July 2021 did not abrogate the right to withdraw prior to mutual execution. The respondent did not manifest an intention to be immediately bound by its provision of documents or requests for early access in advance of appellant execution.

Parties
First Appellant: Centuria Property Funds Ltd; Second Appellant: The Trust Company (Australia) Ltd; First Respondent: Thorn Australia Pty Ltd
Jurisdiction
Australia
Judgment Date
23 June 2022
Procedural Posture
Appeal / Judgment on Appeal From Supreme Court of New South Wales, Equity Division
Outcome
Appeal dismissed with costs.
Legal Topics
Deeds, Agreements for Lease, Heads of Agreement, Early Access Rights, Delivery of Deeds, Commercial Leasing
Contract Law Property Law Deeds Agreements for Lease Heads of Agreement Early Access Rights Delivery of Deeds Commercial Leasing

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Parties

Centuria Property Funds Ltd

First Appellant

The Trust Company (Australia) Ltd

Second Appellant

Thorn Australia Pty Ltd

First Respondent

Procedural Posture

Appeal / Judgment on Appeal From Supreme Court of New South Wales, Equity Division

Legal Issues

  1. 1 Whether a binding lease or agreement for lease came into existence prior to withdrawal by respondent from proposed lease transaction
  2. 2 Whether process agreed between solicitors after exchange of executed documents abrogated the right to withdraw reserved in Heads of Agreement
  3. 3 Whether early access requests by respondent evinced intention to be immediately bound by lease documents

Ratio Decidendi

The parties' objective intention, as shown by the Heads of Agreement and subsequent conduct, was that neither would be bound until both parties executed the formal lease and incentive deed documents; the procedural steps agreed after 5 July 2021 did not abrogate the right to withdraw prior to mutual execution. The respondent did not manifest an intention to be immediately bound by its provision of documents or requests for early access in advance of appellant execution.

Court Disposition

Appeal dismissed with costs.

Orders

  • The appeal is dismissed with costs.