Northside Veterinary Property Pty Ltd v Dalmacija Sydney Croatian Club Ltd [2022] NSWSC 589

Supreme Court New South Wales

Medium Neutral Citation: Northside Veterinary Property Pty Ltd v Dalmacija Sydney Croatian Club Ltd [2022] NSWSC 589 Hearing dates: 28-30 March 2022; 21 April 2022 Date of orders: 16 May 2022 Decision date: 16 May 2022 Jurisdiction: Equity Before: Darke J Decision: Binding contract for sale of land held to have come into existence. Orders to be made in the nature of specific performance. Catchwords: CORPORATIONS – corporate contracting – agency and authority – authority of directors to bind company to contract for the sale of land – contract executed in accordance with s 127(1)(a) of the Corporations Act 2001 (Cth) – where company claims that directors executing contract lacked actual or ostensible authority to bind company – whether plaintiff entitled to make assumptions in s 129 of the Corporations Act 2001 (Cth) – whether company precluded from asserting that assumptions are incorrect – not established that plaintiff actually knew or actually suspected that the company's constitution had not been complied with, or that directors were not properly performing their duties to the company – held that company precluded by s 128(1) of the Corporations Act 2001 (Cth) from asserting non-compliance with its constitution or improper conduct on part of its directors – held that binding contract for sale came into existence EQUITY – specific performance – contract for the sale of land – discretionary defences to specific performance – where defendant claims lapse of time and protracted negotiations should defeat plaintiff's claim for specific performance – where defendant claims plaintiff was tricky in procuring contract – where defendant claims specific performance would occasion great hardship upon it – where defendant claims that damages would be an adequate remedy – held that no bar to decree of specific performance had been demonstrated – held appropriate to order specific performance Legislation Cited: Corporations Act 2001 (Cth), s 127(1), s 128, s 129 Registered Clubs Act 1976 (NSW), s 41E Cases Cited: Adderley v Dixon (1824) 1 Sim & St 607; 57 ER 239 Australia and New Zealand Banking Group Ltd v Frenmast Pty Ltd (2013) 282 FLR 351; [2013] NSWCA 459 Caratti v Mammoth Investments Pty Ltd (2016) 50 WAR 84; [2016] WASCA 84 Dougan v Ley (1946) 71 CLR 142 Longtom Pty Ltd v Oberon Shire Council (1996) 7 BPR 14,799 Morris v Kanssen [1946] AC 459 Northside Developments Pty Ltd v Registrar-General (1990) 170 CLR 146 Norton v Angus (1926) 38 CLR 523 Sindel v Georgiou (1984) 154 CLR 661 Soyfer v Earlmaze Pty Ltd [2000] NSWSC 1068 Suttor v Gundowda Pty Ltd (1950) 81 CLR 418 Texts Cited: The Honourable RP Austin and the Honourable Justice AJ Black, LexisNexis Butterworths, Austin & Black's Annotations to the Corporations Act (online at January 2022) Category: Principal judgment Parties: Northside Veterinary Property Pty Ltd (Plaintiff) Dalmacija Sydney Croatian Club Ltd (First Defendant) Matthew Vlatko (Second Defendant) Representation: Counsel: Mr R S Angyal SC (Plaintiff) Mr A Hourigan with Mr M Isaac (First Defendant)