Remax Developments Pty Limited v Chamwell Pty Limited & Hiwan Pty Limited [2011] NSWSC 695

Remax Developments Pty Limited v Chamwell Pty Limited & Hiwan Pty Limited [2011] NSWSC 695

The contract for sale of land as varied was valid and enforceable, and the defendants' purported termination was invalid due to the effect of clause 4(d) of the deed of variation, which precluded termination for breaches arising out of clauses 4(a)-(c). The plaintiff, by April 2011, was ready, willing and able to complete the contract and specific performance was granted as damages were inadequate given the unique nature of the transaction.

Parties
Plaintiff: Remax Developments Pty Limited; Defendant: Chamwell Pty Limited; Defendant: Hiwan Pty Limited
Jurisdiction
Australia
Judgment Date
06 July 2011
Procedural Posture
Principal Judgment / Final Judgment
Outcome
Specific performance granted; contract valid and enforceable; defendants' termination invalid.
Legal Topics
Principles of Construction, Implied Terms, Specific Performance, Right to Terminate
Contract Equity Principles of Construction Implied Terms Specific Performance Right to Terminate

Case Brief

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Parties

Remax Developments Pty Limited

Plaintiff

Chamwell Pty Limited

Defendant

Hiwan Pty Limited

Defendant

Procedural Posture

Principal Judgment / Final Judgment

Legal Issues

  1. 1 Whether the contract for sale of land as varied was valid and enforceable
  2. 2 Whether the defendants' termination of the contract was valid
  3. 3 Whether the plaintiff was entitled to specific performance

Ratio Decidendi

The contract for sale of land as varied was valid and enforceable, and the defendants' purported termination was invalid due to the effect of clause 4(d) of the deed of variation, which precluded termination for breaches arising out of clauses 4(a)-(c). The plaintiff, by April 2011, was ready, willing and able to complete the contract and specific performance was granted as damages were inadequate given the unique nature of the transaction.

Court Disposition

Specific performance granted; contract valid and enforceable; defendants' termination invalid.

Orders

  • Declaration of valid and enforceable contract
  • Declaration that defendants' termination was invalid and ineffective