Property Holdings Group Pty Ltd v Rosehill Panorama Pty Ltd (Administrators Appointed) [2023] NSWSC 1492

Supreme Court New South Wales

Medium Neutral Citation: Property Holdings Group Pty Ltd v Rosehill Panorama Pty Ltd (Administrators Appointed) [2023] NSWSC 1492 Hearing dates: 23 and 26 October 2023 Decision date: 05 December 2023 Jurisdiction: Equity Before: Robb J Decision: See [163]-[177] Catchwords: CONTRACTS – construction – interpretation – where plaintiff and first defendant entered into a deed whereby the plaintiff would, inter alia, assign options for the purchase of existing real property to the first defendant – where a term of the deed provided that, pending the payment of a development fee, the plaintiff shall be entitled to a charge over various properties – whether said deed term created a valid charge over the relevant real property in dispute EQUITY – general principles and maxims of equity – equity regards as done that which ought to be done – a party is not entitled to take advantage of its own wrong – where the deed provided that the first defendant must lodge a development application with a local council in accordance with a development scheme and pursue the application to its resolution by the council – where lodgement of a development application was a precondition for the obligation of the first defendant to pay a development fee to the plaintiff – where the defendant failed to lodge and pursue a development application that complied with the deed – consideration of the extent to which equitable maxims may be relied on where the precondition for the plaintiff's entitlement to payment of money failed to arise due to the defendant's breach of contract and where the precondition requires third party development consent Legislation Cited: Corporations Act 2001 (Cth), Pt 5.3A Supreme Court Act 1970 (NSW), s 63 Cases Cited: Australian Broadcasting Commission v Australasian Performing Right Association Ltd (1973) 129 CLR 99 Bragg v Alam [1981] 1 NSWLR 668 Corin v Patton (1990) 169 CLR 540 Ecosse Property Holdings Pty Ltd v Gee Dee Nominees Pty Ltd (2017) 261 CLR 544; [2017] HCA 12 Electricity Generation Corp v Woodside Energy Ltd (2014) 251 CLR 640; [2014] HCA 7 McMillan v Dunoon [2005] VSC 440 Mills v Ruthol Pty Ltd [2002] NSWSC 294; (2002) 10 BPR 19,381 Mitchell v Pattern Holdings Pty Ltd [2002] NSWCA 212; (2002) 11 BPR 20,241 Mount Bruce Mining Pty Ltd v Wright Prospecting Pty Ltd (2015) 256 CLR 104; [2015] HCA 37 Palette Shoes Pty Ltd v Krohn (1937) 58 CLR 1 Re Barrett; Ex parte Young v NM Superannuation Pty Ltd (1992) 34 FCR 508; (1992) 106 ALR 549 Rinehart v Hancock Prospecting Pty Ltd (2019) 267 CLR 514; [2019] HCA 13 Roberts v Investwell Pty Ltd (in liq) [2012] NSWCA 134; (2012) 88 ACSR 689 Ruthol Pty Ltd v Mills [2003] NSWCA 56; (2003) 11 BPR 20,793 Tailby v Official Receiver (1888) 13 App Cas 523 TCN Channel 9 Pty Ltd v Hayden Enterprises Pty Ltd (1989) 16 NSWLR 130 XL Insurance Co SE v BNY Trust Company of Australia Ltd [2019] NSWCA 215; (2019) 20 ANZ Insurance Cases 62-211 Texts Cited: RH Kersley, Broom's Legal Maxims (10th ed, 1939, Sweet & Maxwell) JD Heydon, MJ Leeming and PG Turner, Meagher, Gummow and Lehane's Equity: Doctrines and Remedies (5th ed, 2014, LexisNexis Butterworths) Category: Principal judgment Parties: Property Holdings Group Pty Ltd (Plaintiff) Rosehill Panorama Pty Ltd in its capacity as trustee of the Rosehill Panorama Unit Trust (First Defendant) Amal Security Services Pty Ltd (Fifth Defendant) Representation: Counsel: MW Young SC and JP Nathan (Plaintiff) DR Stack (First Defendant)