SAMM Property Holdings Pty Ltd v Shaye Properties Pty Ltd [2017] NSWCA 132

SAMM Property Holdings Pty Ltd v Shaye Properties Pty Ltd [2017] NSWCA 132

Rectification was granted as there was clear and convincing proof that the parties’ common intention at the time of contract execution was for the sale price to be exclusive of GST, with GST to be borne by the purchaser. The trial judge’s findings, supported by auctioneer testimony, contemporaneous documents, and corroborating evidence, were not shown to be erroneous or improbable. Accordingly, the contract was rectified, SAMM was liable to pay GST and interest pursuant to contract terms, and the appeal was dismissed.

Parties
Appellant: SAMM Property Holdings Pty Ltd; Respondent: Shaye Properties Pty Ltd
Jurisdiction
Australia
Judgment Date
09 June 2017
Procedural Posture
Appeal / Court of Appeal Decision
Outcome
Appeal dismissed
Legal Topics
Rectification, Commercial Property Sale, GST (goods and Services Tax), Auction, Contractual Interest, Procedural Fairness, Rule in Browne V Dunn
Equity Contract Law Civil Procedure Rectification Commercial Property Sale GST (goods and Services Tax) Auction Contractual Interest +2 more

Case Brief

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Parties

SAMM Property Holdings Pty Ltd

Appellant

Shaye Properties Pty Ltd

Respondent

Procedural Posture

Appeal / Court of Appeal Decision

Legal Issues

  1. 1 Whether the sale price in the contract was inclusive or exclusive of GST
  2. 2 Whether there was a common intention between parties as to GST treatment
  3. 3 Whether rectification of the contract was warranted

Ratio Decidendi

Rectification was granted as there was clear and convincing proof that the parties’ common intention at the time of contract execution was for the sale price to be exclusive of GST, with GST to be borne by the purchaser. The trial judge’s findings, supported by auctioneer testimony, contemporaneous documents, and corroborating evidence, were not shown to be erroneous or improbable. Accordingly, the contract was rectified, SAMM was liable to pay GST and interest pursuant to contract terms, and the appeal was dismissed.

Court Disposition

Appeal dismissed

Orders

  • Appeal dismissed
  • Order that $332,550 paid into Court (GST component of the purchase price), including accrued interest, be paid out to Newhouse & Arnold Solicitors (respondent's solicitor).