David v Ryan & Ors [2018] NSWSC 971

David v Ryan & Ors [2018] NSWSC 971

On the proper construction of the Deed of Dissolution, the option to purchase Nangara is only binding and exercisable from 'completion' as defined in the Deed, and upon delivery of the signed Annexure D Option; prior to that event, no enforceable immediate right to exercise the option existed.

Jurisdiction
Australia
Judgment Date
28 June 2018
Procedural Posture
Equity/principal Judgment / Final Judgment After Hearing, Following Partial Resolution by Consent Orders
Outcome
Declarations made for the plaintiff; Amended Summons and Cross-Claim otherwise dismissed; costs to the plaintiff.
Legal Topics
['partnership Dissolution' 'option to Purchase' 'construction of Contracts' 'land Law']
['equity' 'contract'] ['partnership Dissolution' 'option to Purchase' 'construction of Contracts' 'land Law']

Case Brief

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Procedural Posture

Equity/principal Judgment / Final Judgment After Hearing, Following Partial Resolution by Consent Orders

Legal Issues

  1. 1 ['Whether the option to purchase Nangara could be exercised immediately upon execution of the 2017 Dissolution Deed or only after completion as defined in that deed and delivery of the signed option.']

Ratio Decidendi

On the proper construction of the Deed of Dissolution, the option to purchase Nangara is only binding and exercisable from 'completion' as defined in the Deed, and upon delivery of the signed Annexure D Option; prior to that event, no enforceable immediate right to exercise the option existed.

Court Disposition

Declarations made for the plaintiff; Amended Summons and Cross-Claim otherwise dismissed; costs to the plaintiff.

Orders

  • ['Declare that the option to purchase Nangara is only binding and exercisable from completion as defined and upon delivery of the duly signed option.' 'Amended Summons and Cross-Claim otherwise dismissed.' "Defendants/cross-claimants to pay plaintiff/cross-defendant's costs." "Liberty to apply on 1 day's notice."]