Urban Fortune Global Ltd v Deicorp Projects (Partridge Ave) Pty Ltd (No 2) [2022] NSWSC 1703

Urban Fortune Global Ltd v Deicorp Projects (Partridge Ave) Pty Ltd (No 2) [2022] NSWSC 1703

The plaintiffs' claim failed because, on the construction of the Letter Agreement adopted by the Court, Deicorp PA was not obliged to make an offer capable of acceptance until a Purchasing Entity or special purpose vehicle had been validly nominated. The nomination of Mr Lam as trustee for Polytec A1, then unincorporated, was not a valid nomination of a special purpose vehicle. The plaintiffs' pleadings and conduct of the case did not allege a viable damages claim based on Deicorp PA's failure to point out that defect, and there was no basis on the existing pleadings for any further hearing on breach or damage.

Jurisdiction
Australia
Judgment Date
13 December 2022
Procedural Posture
Equity Expedition List; Consequential Orders / Consequential Orders Following Earlier Decision and Further Argument on Whether the Defendant's Failure to Accept an Offer for Sale of Land Amounted to Repudiation of an Informal Written Agreement
Outcome
Judgment for the defendant on the plaintiffs' claim; costs reserved.
Legal Topics
['commercial Contracts' 'repudiation' 'damages' 'reasonable Endeavours Obligations' 'sale of Land' 'special Purpose Vehicle' 'purchasing Entity' 'pleadings']
['contracts' 'equity'] ['commercial Contracts' 'repudiation' 'damages' 'reasonable Endeavours Obligations' 'sale of Land' 'special Purpose Vehicle' 'purchasing Entity' 'pleadings']

Case Brief

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Procedural Posture

Equity Expedition List; Consequential Orders / Consequential Orders Following Earlier Decision and Further Argument on Whether the Defendant's Failure to Accept an Offer for Sale of Land Amounted to Repudiation of an Informal Written Agreement

Legal Issues

  1. 1 ["Whether Deicorp PA's obligation to make and keep in play an offer capable of acceptance arose before a valid nomination of the Purchasing Entity or special purpose vehicle." 'Whether the nomination of Mr Jason Lam as trustee for Polytec Australia One Pty Limited, which had not yet been incorporated, was a valid nomination of a special purpose vehicle or Purchasing Entity.' 'Whether Deicorp PA could rely on the failure to nominate a valid special purpose vehicle when that defence was said by the plaintiffs to be unpleaded.' 'Whether there was any basis on the existing pleadings for a further hearing on breach or damages.']

Ratio Decidendi

The plaintiffs' claim failed because, on the construction of the Letter Agreement adopted by the Court, Deicorp PA was not obliged to make an offer capable of acceptance until a Purchasing Entity or special purpose vehicle had been validly nominated. The nomination of Mr Lam as trustee for Polytec A1, then unincorporated, was not a valid nomination of a special purpose vehicle. The plaintiffs' pleadings and conduct of the case did not allege a viable damages claim based on Deicorp PA's failure to point out that defect, and there was no basis on the existing pleadings for any further hearing on breach or damage.

Court Disposition

Judgment for the defendant on the plaintiffs' claim; costs reserved.

Orders

  • ["Judgment for the defendant on the plaintiffs' claim." 'Costs reserved.']