Romanous v Saleh [2009] NSWSC 1166

Romanous v Saleh [2009] NSWSC 1166

Michael Saleh induced the plaintiffs to enter the contract by promising that if no joint venture or partnership with Eddie Saleh proceeded, they would not have to complete the purchase and would receive their money back. The plaintiffs relied on that expectation to their detriment, and it would be unconscionable for the defendants to deny the promise, retain the funds, enforce the contract, or sue for its breach. The defendants were therefore estopped from enforcing the contract and were required to repay the amounts paid, while the cross-claim failed.

Jurisdiction
Australia
Judgment Date
20 November 2009
Procedural Posture
Equity Division Proceedings Concerning Sale of Land, Promissory Estoppel, Collateral Contract, Misrepresentation, Debt and Cross Claim for Breach of Contract / Principal Judgment After Hearing
Outcome
Judgment for the plaintiffs; defendants' cross-claim dismissed.
Legal Topics
['sale of Land for Development With Adjoining Property' 'promissory Estoppel' 'collateral Contracts' 'fraudulent Misrepresentation' 'recovery of Deposit and Loan Monies' 'dismissal of Cross Claim for Breach of Contract' 'interest Under Section 100 of the Civil Procedure Act 2005']
['property Law' 'contract Law' 'equity' 'misrepresentation' 'civil Procedure'] ['sale of Land for Development With Adjoining Property' 'promissory Estoppel' 'collateral Contracts' 'fraudulent Misrepresentation' 'recovery of Deposit and Loan Monies' 'dismissal of Cross Claim for Breach of Contract' 'interest Under Section 100 of the Civil Procedure Act 2005']

Case Brief

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Procedural Posture

Equity Division Proceedings Concerning Sale of Land, Promissory Estoppel, Collateral Contract, Misrepresentation, Debt and Cross Claim for Breach of Contract / Principal Judgment After Hearing

Legal Issues

  1. 1 ['Whether the defendants were estopped from enforcing the contract for sale and from retaining monies paid by the plaintiffs.' 'Whether the plaintiffs paid $200,000 as part of the purchase price or as a separate loan transaction.' 'Whether alleged pre-contractual representations constituted an enforceable collateral contract.' 'Whether the defendants made fraudulent representations.' "Whether the plaintiffs were entitled to remuneration for work performed at the defendants' request." "Whether the defendants' cross-claim for damages for failure to complete the contract should succeed."]

Ratio Decidendi

Michael Saleh induced the plaintiffs to enter the contract by promising that if no joint venture or partnership with Eddie Saleh proceeded, they would not have to complete the purchase and would receive their money back. The plaintiffs relied on that expectation to their detriment, and it would be unconscionable for the defendants to deny the promise, retain the funds, enforce the contract, or sue for its breach. The defendants were therefore estopped from enforcing the contract and were required to repay the amounts paid, while the cross-claim failed.

Court Disposition

Judgment for the plaintiffs; defendants' cross-claim dismissed.

Orders

  • ["The Salehs repay to the Romanous' the sum of $67,000 together with interest thereon pursuant to section 100 of the Civil Procedure Act from 23 March 2006 to the date of payment." "The Salehs repay to the Romanous' the sum of $200,000, with interest thereon at the rate of six percent per annum from 26 July 2004 to...