Piety Developments Pty Ltd v Cumberland City Council [2024] NSWCA 173

Court of Appeal Supreme Court New South Wales Medium Neutral Citation: Piety Developments Pty Ltd v Cumberland City Council [2024] NSWCA 173 Hearing dates: 10 May 2024 Decision date: 23 July 2024 Before: Payne JA at [1]; Adamson JA at [2]; Griffiths AJA at [3] Decision: (1) Dismiss the appeal. (2) Order the appellant to pay the respondents' costs of the appeal. (3) Dismiss the cross-appeal. (4) Order the cross-appellant to pay the cross-respondents' costs of the cross-appeal. Catchwords: CONTRACTS – Formation – acceptance of offer – whether there was sufficient communication of acceptance – where the respondent Council had passed a resolution accepting the appellant's offer during a Council meeting which was open to the public and livestreamed on its website and published a copy of the unsigned minutes of the meeting (which recorded that such resolution was passed) on its website the following day – where a rescission motion was lodged in respect of that resolution shortly after the meeting ended and the Council took no steps to notify the appellant that such resolution had been passed or to otherwise directly communicate its acceptance of the offer to the appellant – whether the legislative and regulatory framework affecting the Council's operations were matters of context relevant to the objective assessment of whether there was effective communication of acceptance LAND LAW – Conveyancing – Requirements of Writing – whether the signed minutes of the Council meeting comprised a "memorandum or note" of a contract for sale for the purposes of s 54A of the Conveyancing Act 1919 (NSW) – whether the mayor and general manager who signed the minutes were lawfully authorised signatories pursuant to s 54A LOCAL GOVERNMENT – whether land acquired by resumption under s 532 of the Local Government Act 1919 (NSW) was "land subject to a trust for a public purpose" and therefore should be classified as "community land" for the purposes of cl 6(2)(b) of Sch 7 of the Local Government Act 1993 (NSW) Legislation Cited: Conveyancing Act 1919 (NSW), s 54A Local Government Act 1919 (NSW) ss 331, 526, 532, 536A Local Government Act 1993 (NSW), ss 9, 10, 10A, 220, Ch 12, ss 360, 367, 371, 372, 375, Sch 7 cl 6(2)(b) Local Government (General) Regulation 2005 (NSW), Pt 7, reg 178(3)(e) Local Government (General) Regulation 2021 (NSW), reg 178(1)(a), (3)(e), reg 232, reg 393B Cases Cited: Air Canada v Evans [2024] NSWCA 153 Allen v Carbone (1975) 132 CLR 528; [1975] HCA 14 Bathurst City Council v PWC Properties Pty Ltd (1998) 195 CLR 566; [1998] HCA 59 Baulkham Hills Private Hospital Pty Ltd v GR Securities Pty Ltd (1986) 40 NSWLR 622 Brambles Holdings Ltd v Bathurst City Council (2001) 53 NSWLR 153; [2001] NSWCA 61 Burr v Commissioners of Bo'ness (1896) 24 R. 148 Duke Unley Pty Ltd v The Corporation of the City of Unley [2021] SASCA 91 Empirnall Holdings Pty Ltd v Machon Paull Partners Pty Ltd (1988) 14 NSWLR 523 Ex parte Renouf (1924) SR (NSW) 463 GR Securities Pty Ltd v Baulkham Hills Private Hospital Pty Ltd (1986) 40 NSWLR 631 Keough v Corporation of the City of Burnside (1992) 75 LGRA 163 Lanca Contracting Ltd. v. Brant County Board of Education (1986) 54 O.R. (2d) 414; [1986] O.J. No. 234 Masters v Cameron (1954) 91 CLR 353; [1954] HCA 72 Meates v Attorney-General [1983] NZLR 308 Mount Bruce Mining Pty Ltd v Wright Prospecting Pty Ltd (2015) 256 CLR 104; [2015] HCA 37 Piety Developments Pty Ltd v Cumberland City Council (No 2) [2023] NSWSC 774 Powell v Lee (1908) 99 LT 284 Realestate.com.au Pty Ltd v Hardingham [2022] HCA 39; (2022) 406 ALR 678 Smeaton v The Magistrates and Council of St Andrews, as Commissioners of Police (1871) 9 M. (H.L.) 24 Twynam Pastoral Co Pty Ltd v Anburn Pty Ltd (1989) 6 BPR 13,448 Vroon BV v Foster's Brewing Group Ltd [1994] 2 VR 32 Texts Cited: JD Heydon, Heydon on Contract: The General Part (2019, Thomson Reuters) JW Carter, Contract Law in Australia (8th ed, 2023, JW Carter Publishing) Nicholas Seddon, Government Contracts (6th ed, 2018, The Federation Press) Category: Principal judgment Parties: Piety Developments Pty Ltd (Appellant/First Cross-Respondent) Cumberland City Council (First Respondent/Cross-appellant) Bilal El-Cheikh (Second Respondent/Second Cross-Respondent) Representation: Counsel: F Corsaro SC/A Rizk (Appellant/Cross-respondent) A McInerney SC/D Robertson (Respondent/Cross-appellant)