Humphries v Proprietors Surfers Palms North Group Titles Plan 1955 [1994] HCA 21

High Court of Australia Brennan, Deane, Toohey, Gaudron and McHugh JJ. Humphries v Proprietors Surfers Palms North Group Titles Plan 1955 [1994] HCA 21

ORDER Appeal dismissed with costs.

Cur. adv vult.

The following written judgments were delivered:—

1994, May 4 Brennan and Toohey JJ.

The respondent is a body corporate constituted under the Building Units and Group Titles Act 1980 Q ("the Act") for a property known as "Surfers Palms North". The appellants are the assignees of a management agreement dated 31 January 1989 between the body corporate as owner and the appellants' assignor, Bartlett Researched Securities Ltd. ("Bartlett"), as manager. Bartlett was the developer of the property and, at the time when the management agreement was made, it was the sole proprietor of the lots delineated in the group titles plan. The management agreement contained a clause (cl. 8) entitling the manager to an annual remuneration of $60,000 payable monthly and indexed to the All Groups Consumer Price Index. On 17 January 1991 a deed of assignment was executed by Bartlett, the appellants and the body corporate whereby Bartlett assigned all its rights under the management agreement to the appellants and the appellants agreed to perform the duties specified in the management agreement. The appellants sued the body corporate in the Supreme Court of Queensland to enforce the management agreement.

The appellants had acquired one of the lots in the group titles plan. They had started to perform the management duties specified in the agreement. They were paid the stipulated remuneration for a time but a dispute broke out between them and the body corporate. On 26 February 1991 at the annual general meeting of the body corporate a resolution was passed challenging the validity of the management agreement and refusing to make any further payments pursuant to that agreement.