Napatarra v Perpetual Trustee [1999] NSWSC 750

Napatarra v Perpetual Trustee [1999] NSWSC 750

On the ordinary construction of the 20 January 1999 letter, it was an invitation to discuss the opportunity of a new lease on proposed essential terms, not an offer capable of immediate acceptance. The contemplated formal Letter of Offer was not a mere formality, and the express words making acceptance and discussion subject to owner approval meant that no contractual effect arose unless owner approval was given. There was no evidence that owner approval was given, and the 4 March 1999 letter showed it was refused. Accordingly the defendant had no contractual obligation to grant the alleged lease, the plaintiff's possession after 4 July was unlawful, and Perpetual Trustee Co. Ltd was...

Jurisdiction
Australia
Judgment Date
28 July 1999
Procedural Posture
Equity Division Proceedings Concerning Alleged Agreement for Lease, Specific Performance and Ancillary Claims, With Cross Claim for Possession, Damages and Mesne Profits / Final Judgment
Outcome
Plaintiff's proceedings dismissed with costs; cross-claim by Perpetual Trustee Co. Ltd allowed as to declaration, possession and related relief, with damages, mesne profits, interest and related costs referred to a Master.
Legal Topics
['formation of Contract' 'agreement to Lease' 'equitable Lease' 'specific Performance' 'owner Approval Condition' 'formal Letter of Offer' 'possession' 'mesne Profits']
['contract' 'property Law' 'equity' 'retail Leases'] ['formation of Contract' 'agreement to Lease' 'equitable Lease' 'specific Performance' 'owner Approval Condition' 'formal Letter of Offer' 'possession' 'mesne Profits']

Case Brief

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Procedural Posture

Equity Division Proceedings Concerning Alleged Agreement for Lease, Specific Performance and Ancillary Claims, With Cross Claim for Possession, Damages and Mesne Profits / Final Judgment

Legal Issues

  1. 1 ['Whether the letter signed on 20 January 1999 constituted an enforceable agreement for the grant of a new lease commencing 4 April 1999 for five years.' 'Whether the expression that acceptance and discussion were subject to owner approval and provision of a formal Letter of Offer prevented contractual finality.' 'Whether any owner approval condition had been fulfilled or was subject to an obligation of reasonableness and good faith.' "Whether Perpetual Trustee Co. Ltd was entitled to possession after expiry of the plaintiff's occupation permission."]

Ratio Decidendi

On the ordinary construction of the 20 January 1999 letter, it was an invitation to discuss the opportunity of a new lease on proposed essential terms, not an offer capable of immediate acceptance. The contemplated formal Letter of Offer was not a mere formality, and the express words making acceptance and discussion subject to owner approval meant that no contractual effect arose unless owner approval was given. There was no evidence that owner approval was given, and the 4 March 1999 letter showed it was refused. Accordingly the defendant had no contractual obligation to grant the alleged lease, the plaintiff's possession after 4 July was unlawful, and Perpetual Trustee Co. Ltd was...

Court Disposition

Plaintiff's proceedings dismissed with costs; cross-claim by Perpetual Trustee Co. Ltd allowed as to declaration, possession and related relief, with damages, mesne profits, interest and related costs referred to a Master.

Orders

  • ["The plaintiff's proceedings are dismissed with costs." 'On the Cross-claim I make declaration 1 as claimed in the Cross-claim.' 'I give judgment for Perpetual Trustee Co. Ltd for possession.' 'I give leave to issue a writ of possession.' "The whole of the Cross-claimant's claims for damages and mesne profits and...