GC NSW Pty Ltd v Galati [2020] NSWCA 326

GC NSW Pty Ltd v Galati [2020] NSWCA 326

There was no intention to create an immediately binding legal contract at the 17 March 2017 meeting; the presumption that no binding contract for the sale of land exists in NSW without formal exchange of contracts was not displaced. The 2016 deed was not abandoned and remains enforceable, with any damages for breach to be determined. Judgment for interest against GC NSW was set aside and entered instead against Greencapital, as any promise to pay such interest was made by Greencapital, not GC NSW.

Parties
First Appellant: GC NSW Pty Ltd; Second Appellant: Greencapital Development Pty Ltd; First Respondent: Marcellina Galati; Second Respondent: VM Galati Super Fund Pty Ltd ACN 617 338 548 ATF VM Galati Super Fund; Third Respondent: Caterina Galati; Fourth Respondent: BMG Riverstone Pty Ltd ACN 617 339 858 ATF BMG Riverstone Property Trust; Fifth Respondent: Francesco Camera; Sixth Respondent: Barbara Camera; Seventh Respondent: Gregorio Galati; Eighth Respondent: Celeste Levingson
Jurisdiction
Australia
Judgment Date
11 December 2020
Procedural Posture
Civil Appeal / Decision on Appeal
Outcome
Appeal allowed.
Legal Topics
Formation of Contract, Intention to Create Legal Relations, Certainty and Completeness, Abandonment of Contract, Damages for Breach of Contract, Specific Performance
Contract Law Formation of Contract Intention to Create Legal Relations Certainty and Completeness Abandonment of Contract Damages for Breach of Contract Specific Performance

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Parties

GC NSW Pty Ltd

First Appellant

Greencapital Development Pty Ltd

Second Appellant

Marcellina Galati

First Respondent

VM Galati Super Fund Pty Ltd ACN 617 338 548 ATF VM Galati Super Fund

Second Respondent

Caterina Galati

Third Respondent

BMG Riverstone Pty Ltd ACN 617 339 858 ATF BMG Riverstone Property Trust

Fourth Respondent

Francesco Camera

Fifth Respondent

Barbara Camera

Sixth Respondent

Gregorio Galati

Seventh Respondent

Celeste Levingson

Eighth Respondent

Procedural Posture

Civil Appeal / Decision on Appeal

Legal Issues

  1. 1 Whether parties intended to create legal relations at the 17 March 2017 meeting and if any agreement was void for uncertainty and incompleteness
  2. 2 Whether GC NSW ratified the 17 March 2017 agreement and was bound under s 131 of the Corporations Act 2001 (Cth)
  3. 3 Whether the 2016 deed was abandoned by the parties or remained enforceable

Ratio Decidendi

There was no intention to create an immediately binding legal contract at the 17 March 2017 meeting; the presumption that no binding contract for the sale of land exists in NSW without formal exchange of contracts was not displaced. The 2016 deed was not abandoned and remains enforceable, with any damages for breach to be determined. Judgment for interest against GC NSW was set aside and entered instead against Greencapital, as any promise to pay such interest was made by Greencapital, not GC NSW.

Court Disposition

Appeal allowed.

Orders

  • Set aside the orders made by Robb J on 25 March 2020.
  • Judgment for the first plaintiff (Marcellina Galati) against the second defendant (Greencapital Development Pty Ltd) in the amount of $10,979.41 plus interest of $1,683.70, effective 25 March 2020.