Tram v Innerwest Property Partners Pty Ltd & Anor [2024] NSWDC 155

Tram v Innerwest Property Partners Pty Ltd & Anor [2024] NSWDC 155

The Court found that Mr Abedin signed the Deed personally and as sole director of Innerwest, that the Deed bound both defendants jointly and severally to pay $550,000, and that the defendants failed to pay. The defendants' evidence denying execution and asserting conditional delivery of the Cheque was rejected. The alleged illegality did not render the Deed unenforceable because, applying Equuscorp, Iannotti and REW08, the purposes of the relevant revenue legislation would be fulfilled without imposing the sanction of unenforceability, and any non-payment of duty was not essential to the parties' bargain. Innerwest validly executed the Deed under s 127 of the Corporations Act. The...

Jurisdiction
Australia
Judgment Date
08 May 2024
Procedural Posture
Civil Proceeding Concerning Enforceability of a Deed and Dishonoured Cheque / Principal Judgment After Hearing
Outcome
Judgment and verdict for the plaintiff against the defendants in the sum of $550,000, with interest and costs.
Legal Topics
['enforceability of a Deed' 'illegality and Public Policy' 'stamp Duty' 'execution of Company Deed' 'dishonoured Cheque' 'adverse Inference' 'admissions by Silence']
['contract Law' 'civil Procedure' 'revenue Law' 'corporations Law'] ['enforceability of a Deed' 'illegality and Public Policy' 'stamp Duty' 'execution of Company Deed' 'dishonoured Cheque' 'adverse Inference' 'admissions by Silence']

Case Brief

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Procedural Posture

Civil Proceeding Concerning Enforceability of a Deed and Dishonoured Cheque / Principal Judgment After Hearing

Legal Issues

  1. 1 ['Whether the second defendant signed the Deed and thereby bound himself and Innerwest to pay $550,000 to the plaintiff.' 'Whether the Cheque was delivered conditionally or in escrow and banked contrary to its conditions.' 'Whether the Deed or the agreement it recorded was unenforceable as contrary to public policy because of alleged illegality connected with understatement of the purchase price and revenue consequences.' 'Whether Innerwest executed the Deed in conformity with s 127 of the Corporations Act.' 'Whether judgment should be entered for the plaintiff for $550,000, interest and costs.']

Ratio Decidendi

The Court found that Mr Abedin signed the Deed personally and as sole director of Innerwest, that the Deed bound both defendants jointly and severally to pay $550,000, and that the defendants failed to pay. The defendants' evidence denying execution and asserting conditional delivery of the Cheque was rejected. The alleged illegality did not render the Deed unenforceable because, applying Equuscorp, Iannotti and REW08, the purposes of the relevant revenue legislation would be fulfilled without imposing the sanction of unenforceability, and any non-payment of duty was not essential to the parties' bargain. Innerwest validly executed the Deed under s 127 of the Corporations Act. The...

Court Disposition

Judgment and verdict for the plaintiff against the defendants in the sum of $550,000, with interest and costs.

Orders

  • ['There be judgment and verdict for the plaintiff against the defendants in the sum of $550,000.' 'There be interest thereon at the rates pertaining from time to time pursuant to s 100 of the Civil Procedure Act.' 'The defendants pay the costs of the plaintiff as a specified gross sum being the sum of $28,442.72.'...