HEYSHAM PROPERTIES PTY LTD v ACTION MOTOR GROUP PTY LTD and ORS [1996] NSWCA 580

HEYSHAM PROPERTIES PTY LTD v ACTION MOTOR GROUP PTY LTD and ORS [1996] NSWCA 580

There was no concluded agreement for lease between the Appellant and First Respondent, as the Heads of Agreement was not intended to be immediately binding and parties contemplated further negotiation and execution of a formal lease. Accordingly, the guarantee did not arise, as it required execution. The appeal was dismissed.

Parties
Appellant: Heysham Properties Pty Ltd; First Respondent: Action Motor Group Pty Ltd; Second Respondent: Second Respondent; Third Respondent: Third Respondent; Fourth Respondent: Fourth Respondent
Jurisdiction
Australia
Judgment Date
15 November 1996
Procedural Posture
Appeal / Judgment
Outcome
Appeal dismissed with costs
Legal Topics
Offer and Acceptance, Heads of Agreement, Agreement for Lease, Guarantee Liability, Repudiation, Part Performance
Contract Law Landlord and Tenant Offer and Acceptance Heads of Agreement Agreement for Lease Guarantee Liability Repudiation Part Performance

Case Brief

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Parties

Heysham Properties Pty Ltd

Appellant

Action Motor Group Pty Ltd

First Respondent

Second Respondent

Second Respondent

Third Respondent

Third Respondent

Fourth Respondent

Fourth Respondent

Procedural Posture

Appeal / Judgment

Legal Issues

  1. 1 Whether 'Heads of Agreement' constituted a binding agreement for lease
  2. 2 Whether proposed guarantors liable in absence of executed lease
  3. 3 Whether part performance established a binding lease

Ratio Decidendi

There was no concluded agreement for lease between the Appellant and First Respondent, as the Heads of Agreement was not intended to be immediately binding and parties contemplated further negotiation and execution of a formal lease. Accordingly, the guarantee did not arise, as it required execution. The appeal was dismissed.

Court Disposition

Appeal dismissed with costs

Orders

  • Appeal dismissed
  • Appellant to pay respondents' costs