Yangdo Pty Limited v Equiti Group Pty Ltd [2017] NSWDC 277

Yangdo Pty Limited v Equiti Group Pty Ltd [2017] NSWDC 277

The April 2009 letter did not vary the existing subleases, but objectively it created a binding agreement to lease on its stated terms. The absence of words such as 'subject to lease', the detail and formality of the signed letter, the parties' existing landlord and tenant relationship, and especially the subsequent charging, payment and acceptance of rent in accordance with the letter showed that the parties intended to be immediately bound, with any later lease merely formally recording the agreement. The plaintiff's claim for outstanding rent based on the existing subleases therefore failed, and the make good claim was not pursued.

Jurisdiction
Australia
Judgment Date
12 October 2017
Procedural Posture
Civil Lease Dispute Concerning Unpaid Rent/outgoings and Make Good Costs Under Subleases / Principal Judgment After Hearing
Outcome
Judgment for the defendant; the Statement of Claim was dismissed.
Legal Topics
['sublease' 'agreement for Lease' 'masters V Cameron Categories' 'condition Precedent' 'variation of Lease' 'post Contractual Conduct' 'holding Over' 'make Good Obligations' 'unpaid Rent and Outgoings']
['leases' 'contract Law' 'property Law'] ['sublease' 'agreement for Lease' 'masters V Cameron Categories' 'condition Precedent' 'variation of Lease' 'post Contractual Conduct' 'holding Over' 'make Good Obligations' 'unpaid Rent and Outgoings']

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Procedural Posture

Civil Lease Dispute Concerning Unpaid Rent/outgoings and Make Good Costs Under Subleases / Principal Judgment After Hearing

Legal Issues

  1. 1 ['Whether the April 2009 signed letter amounted to a variation of the three existing subleases, particularly as to the rental to be paid.' 'Whether the April 2009 signed letter amounted to a binding agreement to enter into a new lease.' 'Whether subsequent conduct by the parties in charging altered rent, paying altered rent and accepting it amounted to an agreement by conduct to enter into a new lease on the terms of the signed April 2009 letter.' 'Whether the defendant owed the plaintiff the amount claimed for unpaid rent under the existing three subleases.' 'Whether the plaintiff established its make good claim under the subleases.']

Ratio Decidendi

The April 2009 letter did not vary the existing subleases, but objectively it created a binding agreement to lease on its stated terms. The absence of words such as 'subject to lease', the detail and formality of the signed letter, the parties' existing landlord and tenant relationship, and especially the subsequent charging, payment and acceptance of rent in accordance with the letter showed that the parties intended to be immediately bound, with any later lease merely formally recording the agreement. The plaintiff's claim for outstanding rent based on the existing subleases therefore failed, and the make good claim was not pursued.

Court Disposition

Judgment for the defendant; the Statement of Claim was dismissed.

Orders

  • ['Judgment for the defendant.' 'The Statement of Claim is dismissed.' "The plaintiff is to pay the defendant's costs of the proceedings as agreed or assessed." 'Leave is granted to the parties to apply to vary the order referred to in (3) above.' 'Exhibits to be returned after 28 days.']