Hills Central Pty Limited v Anthony Gerard Hagerty & Catherine Elizabeth Hagerty t/a the Executors of the Estate of the late Gladys Delores Hagerty [2018] NSWSC 789

Hills Central Pty Limited v Anthony Gerard Hagerty & Catherine Elizabeth Hagerty t/a the Executors of the Estate of the late Gladys Delores Hagerty [2018] NSWSC 789

Hills Central validly exercised the option because clause 2 of the Option Deed stated the requirements for exercise and Hills Central complied with those requirements by delivering the written notice, two signed contracts naming it as purchaser and specifying the purchase price and deposit, a nomination notice, and the deposit cheque. Properly construed, clause 9 did not make specification of the Completion Date on the front page of the Contract a condition of valid exercise; it supplied an objective mechanism for determining the date after exercise. The covering letter's request for an incorrect 192 day Completion Date was only a request, was not part of a conditional exercise, and did...

Jurisdiction
Australia
Judgment Date
31 May 2018
Procedural Posture
Equity Proceedings Concerning an Option Over Real Property / Principal Judgment After Hearing
Outcome
Declaration made that the plaintiff validly exercised the option; specific performance ordered; defendants to pay the plaintiff's costs subject to any motion for a special costs order.
Legal Topics
['option Deed' 'exercise of Option' 'contract for Sale of Land' 'completion Date' 'specific Performance' 'construction of Commercial Contracts']
['real Property' 'contract Law' 'equity'] ['option Deed' 'exercise of Option' 'contract for Sale of Land' 'completion Date' 'specific Performance' 'construction of Commercial Contracts']

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Procedural Posture

Equity Proceedings Concerning an Option Over Real Property / Principal Judgment After Hearing

Legal Issues

  1. 1 ['Whether Hills Central validly exercised the option under the Option Deed on 4 August 2017.' 'Whether valid exercise required Hills Central to specify a Completion Date of 42 days from the date of contract on the front page of the Contract.' 'Whether the covering letter requesting insertion of a Completion Date of 192 days from the date of the contract was a counter-offer or made the purported exercise conditional.']

Ratio Decidendi

Hills Central validly exercised the option because clause 2 of the Option Deed stated the requirements for exercise and Hills Central complied with those requirements by delivering the written notice, two signed contracts naming it as purchaser and specifying the purchase price and deposit, a nomination notice, and the deposit cheque. Properly construed, clause 9 did not make specification of the Completion Date on the front page of the Contract a condition of valid exercise; it supplied an objective mechanism for determining the date after exercise. The covering letter's request for an incorrect 192 day Completion Date was only a request, was not part of a conditional exercise, and did...

Court Disposition

Declaration made that the plaintiff validly exercised the option; specific performance ordered; defendants to pay the plaintiff's costs subject to any motion for a special costs order.

Orders

  • ['Declare that on 4 August 2017 the Plaintiff validly exercised the option under the Deed of Option dated 5 August 2014 for the purchase of Lot 19 in DP135800 known as 24 Old Castle Hill Road, Castle Hill NSW 2154.' 'Order that the terms of the Deed of Option be specifically performed and carried into effect,...