Bachour Enterprises Pty Ltd v Munzer [2024] NSWSC 1601

Bachour Enterprises Pty Ltd v Munzer [2024] NSWSC 1601

The Heads of Agreement constituted a valid and binding contract for the sale of the Mt Druitt business to the plaintiff, with Simon Munzer as vendor. The various defences raised by the defendants (misrepresentation, non est factum, unconscionable conduct, undue influence, and mistake) were not made out on the evidence. The plaintiff was entitled to specific performance and an account of profits, as damages were not adequate relief.

Parties
Plaintiff: Bachour Enterprises Pty Ltd; First Defendant: Simon Munzer; Second Defendant: Paradise CC Corp Pty Ltd
Jurisdiction
Australia
Judgment Date
13 December 2024
Procedural Posture
Civil / Principal Judgment After Hearing and Submissions
Outcome
Orders made for specific performance, an account, and costs in favour of the plaintiff; cross-claim dismissed.
Legal Topics
Sale of Business, Specific Performance, Misrepresentation, Unconscionable Conduct, Non Est Factum, Mistake, Account of Profits
Contract Law Equity Sale of Business Specific Performance Misrepresentation Unconscionable Conduct Non Est Factum Mistake +1 more

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Parties

Bachour Enterprises Pty Ltd

Plaintiff

Simon Munzer

First Defendant

Paradise CC Corp Pty Ltd

Second Defendant

Procedural Posture

Civil / Principal Judgment After Hearing and Submissions

Legal Issues

  1. 1 Whether the Heads of Agreement constituted a binding contract for the sale of business
  2. 2 Identification of the contracting parties
  3. 3 Whether defences of misleading or deceptive conduct, unconscionable conduct, undue influence, non est factum, or mistake were established

Ratio Decidendi

The Heads of Agreement constituted a valid and binding contract for the sale of the Mt Druitt business to the plaintiff, with Simon Munzer as vendor. The various defences raised by the defendants (misrepresentation, non est factum, unconscionable conduct, undue influence, and mistake) were not made out on the evidence. The plaintiff was entitled to specific performance and an account of profits, as damages were not adequate relief.

Court Disposition

Orders made for specific performance, an account, and costs in favour of the plaintiff; cross-claim dismissed.

Orders

  • Declare the agreement dated 3 September 2022 for the sale of the Mt Druitt business from Simon Munzer to the plaintiff is valid and binding.
  • Order the first defendant to specifically perform and give effect to the agreement.