Shogroup Hotels Pty Ltd v Harris Street Holdings Pty Ltd [2022] NSWSC 1119

Supreme Court New South Wales

Medium Neutral Citation: Shogroup Hotels Pty Ltd v Harris Street Holdings Pty Ltd [2022] NSWSC 1119 Hearing dates: 10 August 2022 Date of orders: 24 August 2022 Decision date: 24 August 2022 Jurisdiction: Equity Before: Darke J Decision: Proceedings dismissed. Catchwords: CONTRACTS – interpretation – lease – deed of variation of lease – where deed provided that the lessor and lessee are to "meet to discuss and agree" upon reductions to rent in circumstances where COVID-19 lockdowns affected the lessee's business – where lessor and lessee negotiated pursuant to the deed but were unable to agree upon a rent reduction – whether the obligation to "discuss and agree" is unenforceable as an agreement to agree – whether the uncertainty and incompleteness inherent in the obligation may nevertheless be overcome by the "machinery" provisions contained in the dispute resolution provisions of the lease – held that the mere failure of the parties to reach an agreement is not a dispute that falls within the scope of the dispute resolution provisions – held that obligation to "discuss and agree" rent reductions pursuant to the deed is unenforceable as an agreement to agree Legislation Cited: Conveyancing (General) Regulation 2018 (NSW), sch 5 Real Property Act 1900 (NSW) Cases Cited: Booker Industries Pty Ltd v Wilson Parking (Qld) Pty Ltd (1982) 149 CLR 600 Ecosse Property Holdings Pty Ltd v Gee Dee Nominees Pty Ltd (2017) 261 CLR 544; [2017] HCA 12 Electricity Generation Corporation v Woodside Energy Ltd (2014) 251 CLR 640; [2014] HCA 7 Godecke v Kirwan (1973) 129 CLR 629 May & Butcher Ltd v The King [1934] 2 KB 17 Mount Bruce Mining Pty Ltd v Wright Prospecting Pty Ltd (2015) 256 CLR 104; [2015] HCA 37 Price v Spoor (2021) 270 CLR 450; [2021] HCA 20 Strzelecki Holdings Pty Ltd v Cable Sands Pty Ltd (2010) 41 WAR 318; [2010] WASCA 222 United Group Rail Services Ltd v Rail Corporation New South Wales (2009) 74 NSWLR 618; [2009] NSWCA 177 Texts Cited: Heydon, JD, Heydon on Contract (Lawbook Co, 2019) Category: Principal judgment Parties: Shogroup Hotels Pty Ltd (Plaintiff) Harris Street Holdings Pty Ltd (Defendant) Representation: Counsel: Dr C J Birch SC (Plaintiff) Mr J S Burnett (Defendant)