BURWOOD PROJECT MANAGEMENT P/L v. POLAR TECHNOLOGIES INTERNATIONAL P/L [1999] NSWSC 1203

Reported Decision : (2000) NSW ConvR 55-947

New South Wales Supreme Court CITATION : BURWOOD PROJECT MANAGEMENT P/L v. POLAR TECHNOLOGIES INTERNATIONAL P/L [1999] NSWSC 1203 CURRENT JURISDICTION : EQUITY FILE NUMBER(S) : 3639/99 HEARING DATE(S) : 18/10 - 20/10; 28/10 & 29/10; 22 & 23/11; 1/12 - 3/12/99 JUDGMENT DATE : 16 December 1999

PARTIES : Burwood Project Management P/L v Polar Technologies International P/L & N. Kneale, J. Graham, J. Neimanis, Illawarra Catholic Club Ltd, D. Blyth P/L ACN 002019 & Kevin Manson P/L JUDGMENT OF : Bryson J at 1

D. Greive QC & M. Evans for Plaintiff COUNSEL : R. Angyal for 1-4 Defendants J. Ireland QC, S. Epstein and J.V. Nicholas for 5th Defendant L. Gyles for 6-7 Defendants George Loupos & Associates for Plaintiff SOLICITORS : Nesci & Romano for 1-4 Defendants Holt & Allen for 5th Defendant Deacons Graham & James for 6 & 7 Defendants CATCHWORDS : VENDOR and PURCHASER - Option to purchase - exercise - effect of condition in option forbidding assignment - effect in equity against grantor of option of purported assignment; consideration of - formality in exercise of option. Deed of Grant of Option created rights personal to grantee and forbad assignment without consent except to related entity. Grantee and plaintiff by informal document agreed to assign the option and the purchase contract. On the facts, the informal agreement was conditional on their making a further agreement which could be put to Grantor as making plaintiff a related entity. As no further agreement was made the informal agreement did not create any equitable interest in the plantiff. Consideration of grantor's position in equity as against plaintiff where the Notice of Exercise wrongly asserted that the plaintiff was a related entity and it was not disclosed that there had been a purported assignment. MacDonald v Robins (1954) 90 CLR 515 Linden Gardens Trust Limited v Lenesta Sludge Disposals Limited [1994] 1 AC 85 Wollondilly Shire Council v Picton Power Lines Pty Limited (1994) 33 NSWLR 551 CASES CITED : Elton v Cavill (1993) 43 NSWLR 289 Prudential Assurance Ltd v Health Minders Pty Limited (1989) 9 NSWLR 673 Mannai Investment Co. Limited v Eagle Star Life Assurance Co. Limited (1997) AC 749 Barnes v Addy LR 9 Ch App 244 Braham v Walker 104 CLR 366 DECISION : See para. 61.