Wang v Garland Lot 3 Pty Ltd [2013] NSWSC 1112

Wang v Garland Lot 3 Pty Ltd [2013] NSWSC 1112

The contract as exchanged was not proved to include a term requiring Garland to construct the powder room for an additional price of up to $8,000. The annotations on Garland's counterpart were not shown to have been made or known by Ms Wang or her solicitor before exchange, did not clearly formulate the alleged term, and the evidence did not establish a mutual intention to be bound by Garland's counterpart in that respect. Garland therefore breached the contract by purporting to terminate it on 26 March 2012. In any event, the 16 and 17 January 2012 emails effected a binding compromise under which Garland would accept $4,000 as full and final payment, so Garland's later notice to complete...

Jurisdiction
Australia
Judgment Date
19 August 2013
Procedural Posture
Claim for Damages for Wrongful Termination and Breach of Contract for Sale of Land / Principal Judgment After Hearing
Outcome
Judgment for the plaintiff against the first defendant for damages; proceedings against the second and third defendants dismissed.
Legal Topics
['contract for Sale of Land' 'off the Plan Purchase' 'construction of Contract' 'non Identical Counterpart Contracts' 'implied Terms' 'wrongful Termination' 'notice to Complete' 'damages for Breach of Contract' "directors' Personal Liability"]
['contracts' 'property Law' 'equity'] ['contract for Sale of Land' 'off the Plan Purchase' 'construction of Contract' 'non Identical Counterpart Contracts' 'implied Terms' 'wrongful Termination' 'notice to Complete' 'damages for Breach of Contract' "directors' Personal Liability"]

Case Brief

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Procedural Posture

Claim for Damages for Wrongful Termination and Breach of Contract for Sale of Land / Principal Judgment After Hearing

Legal Issues

  1. 1 ['Whether the contract contained a term requiring Garland to construct Apartment 601 with a powder room for an additional payment of up to $8,000.' "Whether handwritten annotations on Garland's counterpart of the contract formed part of the binding contract where the counterparts differed." 'Whether a term requiring Ms Wang to pay an additional amount for the powder room could be implied.' 'Whether Garland validly served a notice to complete and validly terminated the contract.' 'Whether the 16 and 17 January 2012 emails effected a binding compromise limiting any powder room payment to $4,000 and excluding penalty interest.' 'Whether the second and third defendants were personally liable as directors of Garland.' "What damages were recoverable for Garland's breach of contract."]

Ratio Decidendi

The contract as exchanged was not proved to include a term requiring Garland to construct the powder room for an additional price of up to $8,000. The annotations on Garland's counterpart were not shown to have been made or known by Ms Wang or her solicitor before exchange, did not clearly formulate the alleged term, and the evidence did not establish a mutual intention to be bound by Garland's counterpart in that respect. Garland therefore breached the contract by purporting to terminate it on 26 March 2012. In any event, the 16 and 17 January 2012 emails effected a binding compromise under which Garland would accept $4,000 as full and final payment, so Garland's later notice to complete...

Court Disposition

Judgment for the plaintiff against the first defendant for damages; proceedings against the second and third defendants dismissed.

Orders

  • ['The plaintiff is entitled to an award of damages against the first defendant for breach of contract of $113,000 plus interest to be calculated.' "The plaintiff's proceedings against the second and third defendants are dismissed." 'The parties are to bring in short minutes to reflect these reasons for judgment.'...