Capitol Theatre Management & Ors v Council of the City of Sydney & Ors [2005] NSWSC 5

Capitol Theatre Management & Ors v Council of the City of Sydney & Ors [2005] NSWSC 5

Paragraph 1(d) of the 19 April letter does not impose a binding obligation on Capitol as the 'last right of refusal' term, particularly regarding deemed assignments under clause 4.4, is void for uncertainty; the essential subject matter of the right is not ascertainable in such cases.

Jurisdiction
Australia
Judgment Date
04 February 2005
Procedural Posture
Commercial Dispute / Judgment
Outcome
Capitol entitled to declaration; council's cross-claim fails; parties directed to submit short minutes of order; costs to follow event unless parties wish to argue otherwise.
Legal Topics
['enforceability of Contractual Terms' 'certainty in Contract' 'last Right of Refusal' 'agreement for Lease' 'variation of Lease']
['contract Law' 'commercial Law'] ['enforceability of Contractual Terms' 'certainty in Contract' 'last Right of Refusal' 'agreement for Lease' 'variation of Lease']

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Procedural Posture

Commercial Dispute / Judgment

Legal Issues

  1. 1 ["Whether para 1(d) of the 19 April 2002 settlement letter created an enforceable 'last right of refusal' for the council in the event of an assignment of lease" 'Whether the last right of refusal is void for uncertainty, particularly as it applies to deemed assignments under clause 4.4']

Ratio Decidendi

Paragraph 1(d) of the 19 April letter does not impose a binding obligation on Capitol as the 'last right of refusal' term, particularly regarding deemed assignments under clause 4.4, is void for uncertainty; the essential subject matter of the right is not ascertainable in such cases.

Court Disposition

Capitol entitled to declaration; council's cross-claim fails; parties directed to submit short minutes of order; costs to follow event unless parties wish to argue otherwise.

Orders

  • ['Declaration that para 1(d) of the 19 April letter imposes no binding obligation on Capitol.' "Council's cross-claim dismissed." 'Parties directed to bring in short minutes of order within 14 days.']