Liggins & Anor v Park Trent Properties Group Pty Ltd & Anor [2020] NSWSC 1113

Supreme Court New South Wales

Medium Neutral Citation: Liggins & Anor v Park Trent Properties Group Pty Ltd & Anor [2020] NSWSC 1113 Hearing dates: 31 October & 1 November 2019 Date of orders: 25 August 2020 Decision date: 25 August 2020 Jurisdiction: Equity Before: Slattery J Decision: Plaintiff establishes contract against first defendant. Plaintiff fails against second defendant. Directions given for assessment of damages and determination of costs. Catchwords: CONTRACT – offer and acceptance – plaintiffs contemplating the purchase of two parcels of real estate from persons not parties to the proceedings – the first defendant company provides a letter to the plaintiffs signed by the second defendant – letter indicates that the first defendant was "prepared to" buy the properties "back" at the same purchase price at which they were being acquired by the plaintiffs – the plaintiffs then proceed to complete the purchase of one property and sign a contract to acquire the other property, which also later proceeds to completion – whether the letter constituted an offer by the first defendant to the plaintiffs for the first defendant to acquire the properties from the plaintiffs at the price the plaintiffs purchased the properties from the third parties – whether valid consideration existed to support any contract made by the letter – whether a contract was made in terms of the letter for the first defendant to acquire the properties from the plaintiffs at the stated price – whether the letter constituted a promise to keep open for later acceptance an offer by the first defendant to acquire the properties – whether by failing to acquire the properties the first defendant has breached any contract made between the plaintiffs and the first defendant – whether the plaintiffs have suffered any loss or damage by reason of any breach of contract by the first defendant. SPECIFIC PERFORMANCE – whether the Court should grant a decree of specific performance of a contract requiring the first defendant to buy the two properties from the plaintiffs at the price at which they were originally acquired by the plaintiffs – discretionary defences – laches – contract made in 2009 – whether relief the nature of specific performance should be denied on account of the plaintiffs delay in commencing proceedings – the constitution of proceedings – whether two plaintiffs may be granted the remedy of specific performance requiring the sale of a property formerly jointly held, when one of them has since sold all that party's interest in the property. STATUTE OF LIMITATIONS – running of time – first defendant contends any contract based upon the letter was made in 2009 and was breached shortly thereafter – proceedings not commenced until 2017 – first defendant contends proceedings for breach of contract brought outside the six-year limitation period and are now barred by Limitation Act 1969, s14 – plaintiffs contend the contract they rely upon was first breached in 2012 and these proceedings were brought within time – when was any contract made between the plaintiffs and the first defendant breached, so as to commence the running of time of the plaintiffs' claim in contract – whether or not proceedings are statute barred. MISLEADING AND DECEPTIVE CONDUCT – plaintiffs allege that by signing the letter and causing it to be issued to the plaintiffs the second defendant engaged in misleading and deceptive conduct inducing the plaintiffs to acquire the two properties – whether the second defendant engaged in misleading or deceptive conduct – whether the plaintiffs were induced by the second defendant's misleading or deceptive conduct to acquire the two properties – second defendant first joined into the proceedings in 2019 – whether the plaintiffs' claim for misleading and deceptive conduct is statute barred – if misleading and deceptive conduct were established whether the plaintiffs have suffered loss or damage. Legislation Cited: Domestic Building Contracts Act 2000 (Qld), s 72 Limitation Act 1969, ss 14, 23 Sale of Land Act 1962 (Vic), ss 31, 32 Trade Practices Act 1974 (Cth), s 51AC Competition and Consumer Act 2010 (Cth), Schedule 2, ss 18, 21, 22, 82(2) Cases Cited: Baloglow v Konstantinidis (2011) BPR 20, 721 Commercial Bank of Australia Ltd v Amadio (1983) 151 CLR 447 Gerace v Auzhair Supplies Pty Ltd (in liq) (2014) 87 NSWLR 435 King Network Group Pty Ltd v Club of the Clubs Pty Ltd (No 2) [2009] NSWCA 204 New Zealand Shipping Co Ltd v AM Satterthwaite & Co Ltd [1975] AC 154 Pao On v Lau Yiu Long [1980] AC 614 Perri v Coolangatta Investments Pty Ltd (1982) 149 CLR 537 Port Jackson Stevedoring Pty Ltd v Salmond and Spraggon (Aust) Pty Ltd (1978) 139 CLR 231 Scotson v Pegg (1861) 158 ER 121 United Dominions Trust (Commercial) Ltd v Eagle Aircraft Services Ltd [1968] 1 All ER 104 Category: Principal judgment Parties: First Plaintiff: Geoffrey Liggins Second Plaintiff: Xiankun Wu First Defendant: Park Trent Properties Group Pty Ltd Second Defendant: Ronald Malcolm Cross Representation: Counsel: Plaintiffs: A. Blank Defendants: R. Glasson