Centuria Property Funds Ltd v Thorn Australia Pty Ltd [2022] NSWCA 104

Court of Appeal Supreme Court New South Wales Medium Neutral Citation: Centuria Property Funds Ltd v Thorn Australia Pty Ltd [2022] NSWCA 104 Hearing dates: 24 March 2022 Date of orders: 23 June 2022 Decision date: 23 June 2022 Before: Ward P at [1]; Gleeson JA at [104]; White JA at [105] Decision: 1. Appeal dismissed with costs. Catchwords: CONTRACTS — Deeds — Whether binding lease or agreement for lease came into existence prior to withdrawal by respondent from proposed lease transaction — Where heads of agreement reserved parties' right to withdraw from and terminate negotiations at any time prior to execution of lease documents by both parties — Where respondent provided executed lease documents to appellants' solicitors and obtained early access to premises for limited purposes but appellants did not execute lease documents prior to withdrawal by respondent — Whether primary judge erred in holding that no binding lease or agreement for lease came into existence — Appeal dismissed. Cases Cited: 400 George Street (Qld) Pty Ltd v BG International Ltd [2012] 2 Qd R 302; [2010] QCA 245 Ansett Transport Industries (Operations) Pty Ltd v Comptroller of Stamps [1985] VR 70 Beesly v Hallwood Estates Ltd [1961] Ch 105 Federal Commissioner of Taxation v Taylor (1929) 42 CLR 80; [1929] HCA 13 Kingston v Ambrian Investment Co Ltd [1975] 1 All ER 120 NTT Australia Digital Pty Ltd v Cover Genius Services Pty Ltd (2020) 19 BPR 40,711; [2020] NSWSC 1378 Re Seymour [1913] 1 Ch 475 Realm Resources v Aurora Place Investments Pty Ltd (2019) 135 ACSR 422; [2019] NSWSC 379 Segboer v AJ Richardson Properties Pty Ltd (2012) 16 BPR 31,325; [2012] NSWCA 253 Thorn Australia Pty Ltd v Centuria Property Funds Ltd [2021] NSWSC 1217 Vincent v Premo Enterprises (Voucher Sales) Ltd [1969] 2 QB 609 Xenos v Wickham (1867) LR 2 HL 296 Texts Cited: N Seddon, Seddon on Deeds (Federation Press, 2015) Category: Principal judgment Parties: Centuria Property Funds Ltd (First Appellant) The Trust Company (Australia) Ltd (Second Appellant) Thorn Australia Pty Ltd (First Respondent) Representation: Counsel: SA Lawrance SC with L Rich (Appellants) M Ashhurst SC with G Farland (Respondent)