Perception Investire Pty Ltd v Bassal Holdings Pty Ltd [2015] NSWSC 1954

Perception Investire Pty Ltd v Bassal Holdings Pty Ltd [2015] NSWSC 1954

The Option Deed was invalid because Bassal Holdings Pty Ltd did not execute it and did not hold Albert Bassal out as authorised to execute it; the plaintiff was not entitled to rely on the statutory assumptions in s 129(3) of the Corporations Act 2001 (Cth). The Option Deed was also void for uncertainty because the parties exchanged an incomplete form of the deed and annexed contract. The Extension Deed was invalid for the same lack of authority to bind Bassal Holdings Pty Ltd. In any event, the plaintiff did not validly exercise the option because the contract served on exercise used the wrong sale price and the conditions for exercise were not met. The plaintiff nevertheless proved that...

Jurisdiction
Australia
Judgment Date
18 December 2015
Procedural Posture
Equity Proceedings Concerning Enforcement of an Option to Purchase Commercial Property, Alternative Debt Claim, and Defendants' Cross Claim / Principal Judgment After Hearing
Outcome
Judgment for the plaintiff against the second and third defendants in the amount of $407,832; plaintiff's claims otherwise dismissed; defendants' Cross Claim dismissed.
Legal Topics
['validity of Option Deed' 'authority of Company Agent' 'statutory Assumptions Under Ss 128 and 129 of the Corporations Act 2001 (cth)' 'execution of Deeds by Companies' 'extension and Exercise of Call Option' 'specific Performance' 'voidness for Uncertainty' 'loan Agreement and Debt Recovery']
['contract Law' 'corporations Law' 'property Law' 'equity'] ['validity of Option Deed' 'authority of Company Agent' 'statutory Assumptions Under Ss 128 and 129 of the Corporations Act 2001 (cth)' 'execution of Deeds by Companies' 'extension and Exercise of Call Option' 'specific Performance' 'voidness for Uncertainty' 'loan Agreement and Debt Recovery']

Case Brief

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Procedural Posture

Equity Proceedings Concerning Enforcement of an Option to Purchase Commercial Property, Alternative Debt Claim, and Defendants' Cross Claim / Principal Judgment After Hearing

Legal Issues

  1. 1 ['Whether the Option Deed dated 1 February 2013 was valid where Albert Bassal signed for Bassal Holdings Pty Ltd although he was not its director.' 'Whether Bassal Holdings Pty Ltd held Albert Bassal out as its agent so that the plaintiff was entitled to make assumptions under ss 128 and 129 of the Corporations Act 2001 (Cth).' 'Whether the Option Deed was void for uncertainty because the annexed contract was incomplete.' 'Whether the Extension Deed in July 2014 was valid.' 'Whether the plaintiff validly exercised the option on 31 July 2015.' 'Whether the plaintiff was ready, willing and able to complete the purchase of the Property.' 'Whether the plaintiff was entitled to recover $407,832 as loan moneys advanced to the defendants.']

Ratio Decidendi

The Option Deed was invalid because Bassal Holdings Pty Ltd did not execute it and did not hold Albert Bassal out as authorised to execute it; the plaintiff was not entitled to rely on the statutory assumptions in s 129(3) of the Corporations Act 2001 (Cth). The Option Deed was also void for uncertainty because the parties exchanged an incomplete form of the deed and annexed contract. The Extension Deed was invalid for the same lack of authority to bind Bassal Holdings Pty Ltd. In any event, the plaintiff did not validly exercise the option because the contract served on exercise used the wrong sale price and the conditions for exercise were not met. The plaintiff nevertheless proved that...

Court Disposition

Judgment for the plaintiff against the second and third defendants in the amount of $407,832; plaintiff's claims otherwise dismissed; defendants' Cross Claim dismissed.

Orders

  • ['Enter judgment for the plaintiff against the second and third defendants in the amount of $407,832.' "The plaintiff's claims are otherwise dismissed." "The defendants' Cross Claim is dismissed." 'The matter is listed on 4 February 2016 at 10.00 am to finalise any outstanding questions of interest and costs.']