SALIENTA v CLANCY & ANOR [1999] NSWSC 916

New South Wales Supreme Court CITATION : SALIENTA v CLANCY & ANOR [1999] NSWSC 916 CURRENT JURISDICTION : EQUITY FILE NUMBER(S) : 2747 OF 1998 HEARING DATE(S) : 9 &10/3; 7-11 & 30/6; 1 & 2/7/99 JUDGMENT DATE : 14 September 1999

PARTIES : Salienta Pty Ltd v. Stephen William Clancy & Anor JUDGMENT OF : Bryson J at 1

COUNSEL : I.G. Harrison SC and A.J. McInerney for Plaintiff M. Einfeld QC and G. Parker for Defendants SOLICITORS : Hunt & Hunt for Plaintiff Greaves Wannan & Williams for Defendants CATCHWORDS : VENDOR and PURCHASER; PROPRIETARY ESTOPPEL; AGRICULTURAL TENANCIES; - Forsyth QC and his trust co. owned 12000 ac Yarrawah at Hay and permitted Clancy and his trust co. to conduct operations including grazing and cropping from October 1992 until Forsyth died in August 1997. During this time Clancy carried out extensive irrigation works and other improvements with Forsyth's knowledge approval and encouragement and earnt large sums from operations. The basis of dealing was recorded in a long series of letters and several documents - Option, Memorandum, Contract and Licence. Contract was poorly drafted by Forsyth and neogtiations for over 2 years between solicitors for formal contract to be exchanged did not result in exchange. Several weeks before Forsyth's death Clancy objected to the price and contended it was unfair and did not give credit for his improvements. Forsyth's executors treated this as repudiation, gave notice of termination and sued for possession. Clancy disputed that the Contract was intended to be binding, alleged that it was unconscionable, alleged a Proprietary Estoppel and relied on the Agricultural Tenancies Act. These defences failed on the facts, principally (1) the Contract was intended to be binding (2) If there had been room for Proprietary Estoppel, the property was held out as available only on payment of Forsyth's price, which Clancy was unwilling to pay (3) there was no sharefarming arrangement as between Forsyth and Clancy. ACTS CITED : Agricultrual Tenancies Act 1990 ss.19, 27. Austotel Pty Ltd v. Franklins Selfserve Pty Ltd (1989) 16 NSWLR 502 at 604 Cameron v. Murdoch (1986) 63 ALR 575 Dudgeon v. Chie (1954) 55 SR (NSW) 450 CASES CITED : Dudgeon v. Chie (1955) 92 CLR 342 at 347 Plimmer v. Wellington Corporation (1884) 9 App. Cas. 699 Silovi Pty Ltd v. Barbaro & Ors (1988) 13 NSWLR 466 Waltons Stores (Interstate) Ltd v. Maher (1988) 164 CLR 387 DECISION : See para.114