Urban Fortune Global Ltd v Deicorp Projects (Partridge Ave) Pty Ltd [2022] NSWSC 1352

The Court was comfortably satisfied that the signature on the Letter Agreement was genuine. Properly construed, the Letter Agreement imposed on Deicorp PA an enforceable obligation to use all reasonable endeavours to agree the terms of a contract for sale, which required Deicorp PA to make and keep in play an offer in a form capable of acceptance by the special purpose vehicle nominated by UFG. However, that obligation did not require Deicorp PA to accept the contract terms proposed by HFW on 14 May 2021. The Letter Agreement was not invalid under the Conveyancing Act option provisions because it was not an option for the purposes of Division 9 of Part 4 and, in any event, the parcel as a...

Jurisdiction: Australia
Judgment Date: 10 October 2022
Procedural Posture: Commercial Contract and Real Property Proceedings in Equity Expedition List / Principal Judgment After Expedited Hearing Confined to Enforceability of the Contract; Assessment of Any Damages Left to a Later Stage
Outcome: Orders deferred; proceedings adjourned. The Court tentatively concluded that the proceedings would be dismissed, but allowed the plaintiffs an opportunity to make further submissions on the point that UFG had not validly nominated a special purpose vehicle.
Legal Topics: ['agreements to Negotiate' 'reasonable Endeavours Obligations' 'specific Performance' 'damages in Lieu of Specific Performance' 'options for Purchase of Residential Property' 'conveyancing Act 1919 Division 9 of Part 4']

['contract' 'real Property' 'equity'] ['agreements to Negotiate' 'reasonable Endeavours Obligations' 'specific Performance' 'damages in Lieu of Specific Performance' 'options for Purchase of Residential Property' 'conveyancing Act 1919 Division 9 of Part 4']

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 1 Authorities cited 2 Party arguments 2 Amounts and remedies 1

Procedural Posture

Commercial Contract and Real Property Proceedings in Equity Expedition List / Principal Judgment After Expedited Hearing Confined to Enforceability of the Contract; Assessment of Any Damages Left to a Later Stage

Legal Issues

1 ['Whether the Letter Agreement was signed on behalf of Deicorp PA by Mr Fouad Deiri' 'Whether the Letter Agreement imposed an enforceable obligation on Deicorp PA to use all reasonable endeavours to agree the terms of a contract for sale' 'Whether the Letter Agreement required Deicorp PA to execute and exchange contracts in the form proposed by HFW on 14 May 2021' 'Whether the agreement was invalid or unenforceable under Division 9 of Part 4 of the Conveyancing Act 1919 as an option for purchase of residential property' 'Whether Deicorp PA breached any enforceable obligation under the Letter Agreement by stating on 19 May 2021 that it did not wish to proceed with the sale']

Ratio Decidendi

Court Disposition

Orders deferred; proceedings adjourned. The Court tentatively concluded that the proceedings would be dismissed, but allowed the plaintiffs an opportunity to make further submissions on the point that UFG had not validly nominated a special purpose vehicle.

Orders

['Adjourn the proceedings to 9:30 am on 21 October 2022 or such other time as may be arranged with my Associate.' 'Direct that the parties confer on a timetable for any supplementary submissions, or otherwise on the form of orders to be made to give effect to this judgment and to deal with costs, and, no later than...