Bradcorp Wilton Park v DLL Wilton [2010] NSWSC 1441

Bradcorp Wilton Park v DLL Wilton [2010] NSWSC 1441

The transaction notified by DLL did not engage clause 9.2 because it did not seek Bradcorp's consent for the sale of an 'Englobo Lot' as defined in the PDA; rather, it involved an aggregation of lots, only some of which could be considered Englobo Lots. Clause 9.2 focuses on individual existing lots shown on a registered plan which are capable of further subdivision, not aggregations of multiple such lots. Consequently, Bradcorp was not obliged to consent, and the Colliers valuation was not determinative under the PDA's valuation procedures.

Parties
Plaintiff: Bradcorp Wilton Park Pty Limited; First Defendant: DLL Wilton Pty Ltd; Second Defendant: Delfin Lend Lease Limited
Jurisdiction
Australia
Judgment Date
08 December 2010
Procedural Posture
Contract Dispute / Judgment (ex Tempore, Revised)
Outcome
Plaintiff succeeded on principal issues; cross-claim dismissed
Legal Topics
Project Delivery Agreement, Construction of Terms, Englobo Lot Definition, Consent for Sale, Valuation Process
Contract Law Equity Project Delivery Agreement Construction of Terms Englobo Lot Definition Consent for Sale Valuation Process

Case Brief

Summary, issues, holding and outcome

More case intelligence is available

Unlock the full research layer for this judgment.

Full judgment text Downloadable case file Legal principles 3 Authorities cited 3 Party arguments 2 Amounts and remedies 4
Sign in to unlock

Parties

Bradcorp Wilton Park Pty Limited

Plaintiff

DLL Wilton Pty Ltd

First Defendant

Delfin Lend Lease Limited

Second Defendant

Procedural Posture

Contract Dispute / Judgment (ex Tempore, Revised)

Legal Issues

  1. 1 Whether the subject matter of the proposed sale was an 'Englobo Lot' for the purposes of the PDA
  2. 2 Whether clause 9.2 of the PDA was engaged by the notice of 17 June 2009
  3. 3 Whether Bradcorp was required to give its consent to the proposed sale under clause 9.2

Ratio Decidendi

The transaction notified by DLL did not engage clause 9.2 because it did not seek Bradcorp's consent for the sale of an 'Englobo Lot' as defined in the PDA; rather, it involved an aggregation of lots, only some of which could be considered Englobo Lots. Clause 9.2 focuses on individual existing lots shown on a registered plan which are capable of further subdivision, not aggregations of multiple such lots. Consequently, Bradcorp was not obliged to consent, and the Colliers valuation was not determinative under the PDA's valuation procedures.

Court Disposition

Plaintiff succeeded on principal issues; cross-claim dismissed

Orders

  • Declarations in terms of prayers 4, 5 and 7 of the amended summons filed on 7 December 2010
  • Liberty to apply in respect of prayers 1 to 3 reserved