Donalds on Danks Pty Ltd v Alio Pty Ltd [2014] NSWSC 753

Donalds on Danks Pty Ltd v Alio Pty Ltd [2014] NSWSC 753

Donalds breached both express and implied terms of the contract by conducting unauthorised structural fit-out works without the landlord's consent, directly causing the landlord to terminate the lease to Alio, making lease assignment (and thus contract completion) impossible. As a result, Donalds was responsible for the collapse of the contract, is not entitled to the return of its deposit, and Alio is entitled to the balance of the purchase price as damages for loss of the bargain.

Jurisdiction
Australia
Judgment Date
13 June 2014
Procedural Posture
Principal Judgment / Final Judgment After Hearing in Equity Division
Outcome
Plaintiff's claim for the recovery of the deposit is dismissed; cross-claim for balance of purchase price succeeds.
Legal Topics
['contract for Sale of Business' 'breach of Contract' 'rescission' 'damages' 'deposit Recovery' 'lease Assignment']
['contract Law' 'equity'] ['contract for Sale of Business' 'breach of Contract' 'rescission' 'damages' 'deposit Recovery' 'lease Assignment']

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
Sign in to unlock

Procedural Posture

Principal Judgment / Final Judgment After Hearing in Equity Division

Legal Issues

  1. 1 ['Whether the vendor authorised the renovation works' "Whether the vendor or the purchaser was responsible for the lessor's termination of the lease" 'Entitlement to return of deposit after contract termination' "Vendor's entitlement to damages for loss of bargain"]

Ratio Decidendi

Donalds breached both express and implied terms of the contract by conducting unauthorised structural fit-out works without the landlord's consent, directly causing the landlord to terminate the lease to Alio, making lease assignment (and thus contract completion) impossible. As a result, Donalds was responsible for the collapse of the contract, is not entitled to the return of its deposit, and Alio is entitled to the balance of the purchase price as damages for loss of the bargain.

Court Disposition

Plaintiff's claim for the recovery of the deposit is dismissed; cross-claim for balance of purchase price succeeds.

Orders

  • ['Direct the parties to bring in short minutes of order by 4pm on 8 August 2014 to give effect to these reasons.' 'List the proceedings at 9.30am on 8 August 2014 for further argument on costs and any consequential orders.']