Al Maha Pty Ltd v Coplin [2017] NSWCA 318

Al Maha Pty Ltd v Coplin [2017] NSWCA 318

The option agreement was not unjust within the meaning of the Contracts Review Act 1980 (NSW), s 7, because there was no unfair pressure or conduct by the developer depriving Mr Coplin of a real opportunity to make an informed choice or obtain legal advice; any lack of appreciation regarding the put and call options or market value was not attributable to misconduct or an imbalance in bargaining power, and the respondent and his conveyancer negotiated significant amendments. The contract's terms, effects, and making were not unjust, and the public interest did not require intervention.

Jurisdiction
Australia
Judgment Date
11 December 2017
Procedural Posture
Appeal / Court of Appeal Decision on Appeal From Supreme Court, Equity Division
Outcome
Appeal allowed
Legal Topics
['unjust Contracts' 'contracts Review Act 1980 (nsw)' 'put and Call Options' 'public Interest in Contract Enforcement' 'bargaining Power' 'procedural and Substantive Fairness']
['contracts' 'property Law'] ['unjust Contracts' 'contracts Review Act 1980 (nsw)' 'put and Call Options' 'public Interest in Contract Enforcement' 'bargaining Power' 'procedural and Substantive Fairness']

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Procedural Posture

Appeal / Court of Appeal Decision on Appeal From Supreme Court, Equity Division

Legal Issues

  1. 1 ["Whether the option agreement between the parties was an 'unjust' contract within the meaning of the Contracts Review Act 1980 (NSW), s 7." 'Whether procedural or substantive injustice, including lack of informed consent and imbalance in bargaining power, rendered the agreement void ab initio.' 'Whether public interest or other relevant factors justified relief against contract enforcement.']

Ratio Decidendi

The option agreement was not unjust within the meaning of the Contracts Review Act 1980 (NSW), s 7, because there was no unfair pressure or conduct by the developer depriving Mr Coplin of a real opportunity to make an informed choice or obtain legal advice; any lack of appreciation regarding the put and call options or market value was not attributable to misconduct or an imbalance in bargaining power, and the respondent and his conveyancer negotiated significant amendments. The contract's terms, effects, and making were not unjust, and the public interest did not require intervention.

Court Disposition

Appeal allowed

Orders

  • ['Allow the appeal.' 'Set aside the declarations and orders numbered 1 to 7 made on 16 December 2016.' 'In lieu thereof, order that the Statement of Claim be dismissed with costs.' 'First respondent to pay the costs of the appellant and second respondent of the appeal.']