Matom Enterprises Pty Limited v Central Coast Property Management Pty Limited [2011] NSWSC 799

Matom Enterprises Pty Limited v Central Coast Property Management Pty Limited [2011] NSWSC 799

Matom did not breach the sale contract. The contract required Matom to request owners to execute management agency agreements and to take reasonable steps to assist the transfer, but it did not guarantee that all listed owners would remain with Coast. Matom sent the agreements and covering letters as soon as practicable, continued managing and accounting for the rent roll, delivered executed agreements and files, and did what was reasonably required. Coast failed to prove missing documents, failure to account, causation or loss. The alleged misleading and deceptive representations were either not made, were true, or were not misleading. Coast therefore had no set-off or cross-claim, and...

Jurisdiction
Australia
Judgment Date
27 July 2011
Procedural Posture
Contract Claim for Balance of Purchase Price and Specific Performance, With Cross Claim Alleging Misleading and Deceptive Conduct / Principal Judgment After Hearing
Outcome
Judgment for Matom against Coast for $210,033, comprising $180,000 purchase price and $30,033 interest; Coast's cross-claim dismissed; costs ordered in Matom's favour, including indemnity costs from 29 October 2010.
Legal Topics
["sale of Real Estate Agents' Rent Roll" 'breach of Contract' 'misleading and Deceptive Conduct' 'contractual Interest' 'specific Performance' 'set Off' 'calderbank Offer and Indemnity Costs']
['contract Law' 'trade Practices' 'equity' 'costs'] ["sale of Real Estate Agents' Rent Roll" 'breach of Contract' 'misleading and Deceptive Conduct' 'contractual Interest' 'specific Performance' 'set Off' 'calderbank Offer and Indemnity Costs']

Case Brief

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Procedural Posture

Contract Claim for Balance of Purchase Price and Specific Performance, With Cross Claim Alleging Misleading and Deceptive Conduct / Principal Judgment After Hearing

Legal Issues

  1. 1 ['Whether Matom breached the sale contract by failing to transfer each rent roll property to Coast.' 'Whether Matom failed to request owners to execute management agency agreements as soon as practicable after 30 September 2009.' 'Whether Matom failed to continue managing the rent roll pending completion or failed to hand over complete files, executed agreements, trust statements, rental ledgers and other documents.' 'Whether Coast could set off alleged losses from untransferred properties against the balance of the purchase price.' 'Whether Matom engaged in misleading and deceptive conduct before or after the sale contract inducing Coast to contract or causing loss.' 'Whether Matom was entitled to judgment for the unpaid balance of the purchase price and contractual interest.' 'Whether Matom was entitled to indemnity costs based on a Calderbank offer.']

Ratio Decidendi

Matom did not breach the sale contract. The contract required Matom to request owners to execute management agency agreements and to take reasonable steps to assist the transfer, but it did not guarantee that all listed owners would remain with Coast. Matom sent the agreements and covering letters as soon as practicable, continued managing and accounting for the rent roll, delivered executed agreements and files, and did what was reasonably required. Coast failed to prove missing documents, failure to account, causation or loss. The alleged misleading and deceptive representations were either not made, were true, or were not misleading. Coast therefore had no set-off or cross-claim, and...

Court Disposition

Judgment for Matom against Coast for $210,033, comprising $180,000 purchase price and $30,033 interest; Coast's cross-claim dismissed; costs ordered in Matom's favour, including indemnity costs from 29 October 2010.

Orders

  • ['Judgment for the plaintiff against the second defendant in the sum of $180,000.' 'Interest in accordance with special condition 10 of the contract for sale dated 30 September 2009 at 10 per cent per annum from 24 November 2009 on $180,000.' 'Order that the defendant pay interest in accordance with Special...