Mitchell v Leafs Gully Farm Pty Ltd [2016] NSWCA 92

Mitchell v Leafs Gully Farm Pty Ltd [2016] NSWCA 92

The terms of the deed of option, as varied and novated, incorporated the provisions for crediting option fees into the irrevocable offer, which was expressly capable of acceptance by the grantee or its nominee. Accordingly, the nominee was entitled to the benefit of credits for option fees, and the appellant's construction was rejected as contrary to the contract’s wording and commercial purpose.

Parties
Appellant: Richard Gordon Mitchell; First Respondent: Leafs Gully Farm Pty Ltd; Second Respondent: AGL Power Generation Pty Ltd
Jurisdiction
Australia
Judgment Date
03 May 2016
Procedural Posture
Appeal / Judgment After Hearing of Appeal
Outcome
Appeal dismissed
Legal Topics
Option Deed, Nominee Rights, Credit of Option Fees, Irrevocable Offer, Contract Construction
Conveyancing Option Deed Nominee Rights Credit of Option Fees Irrevocable Offer Contract Construction

Case Brief

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Parties

Richard Gordon Mitchell

Appellant

Leafs Gully Farm Pty Ltd

First Respondent

AGL Power Generation Pty Ltd

Second Respondent

Procedural Posture

Appeal / Judgment After Hearing of Appeal

Legal Issues

  1. 1 Whether a nominee of a grantee is entitled to benefit of credit towards purchase price for option fees previously paid
  2. 2 Whether the contractual provisions for crediting option fees were personal to the original grantee or formed part of the irrevocable offer open to the nominee

Ratio Decidendi

The terms of the deed of option, as varied and novated, incorporated the provisions for crediting option fees into the irrevocable offer, which was expressly capable of acceptance by the grantee or its nominee. Accordingly, the nominee was entitled to the benefit of credits for option fees, and the appellant's construction was rejected as contrary to the contract’s wording and commercial purpose.

Court Disposition

Appeal dismissed

Orders

  • Appeal dismissed.
  • The parties to supply within 14 days either: (a) agreed orders as to the costs of the appeal, or (b) the orders which they propose, any evidence in support of those orders, and submissions not exceeding 4 pages in support of the orders they propose.