Urban Traders Pty Limited v Proceris Pty Limited [2005] NSWSC 360

New South Wales Supreme Court

CITATION : Urban Traders Pty Limited v Proceris Pty Limited [2005] NSWSC 360

HEARING DATE(S) : 8/04/05

JUDGMENT DATE : 20 April 2005

JURISDICTION : Equity Division

JUDGMENT OF : Einstein J

DECISION : Proceedings to be stayed.

CATCHWORDS : Statutory trust for sale - Discretion of court - Principles - Joint Venture - Agreement making provision for dispute resolution such that in the event of any dispute arising out of or relating to Agreement a party may not commence court proceedings relating to dispute unless complying with the clause - Clause requires party claiming that dispute has arisen to give written notice to other parties specifying the nature of the dispute - Agreement making provision for termination of relationship by plaintiff requiring it to first offer to sell development to defendant by giving written offer notice entitling defendant to accept offer within 21 days - Plaintiff purports to give written offer notice but 4 days later purports to terminate Agreement - Plaintiff commences proceedings for the appointment of trustees for the sale of the property under Conveyancing Act 1919 s. 66G without giving notice of dispute - Contract - Proper construction - Joint Venture Agreement providing that each party to be just and faithful to other parties in all transactions relating to the objectives of the Development - Whether proper construction of later machinery provision dealing with the termination of the relevant relationship by Offer to Sell Notice provisions required that stipulated offer price be a fair market price or a genuine offer made in good faith

Conveyancing Act 1919 (NSW) LEGISLATION CITED : National Parks and Wildlife Act 1974

Aiton Australia Pty Ltd v Transfield Pty Ltd (1999) 153 FLR 236 Buchanan-Wollaston's Conveyance, In re; [1939] Ch 217 Callahan v O'Neill [2002] NSWSC 877 Codelfa Construction Pty Ltd v State Rail Authority of NSW (1982) 149 CLR 337 Fettell, Re (1952) 52 SR (NSW) 221 Heyman v Darwins Ltd [1942] AC 356 Hogan v Baseden (1997) 8 BPR 15,723 CASES CITED : Hooper Bailie Associated Ltd v Natcon Group Pty Ltd (1992) 28 NSWLR 194 McNamara, Re and the Conveyancing Act (1961) 78 WN (NSW) 1068 Ngatoa v Ford (1990) 19 NSWLR 72 Permanent Trustee Nominees (Canberra) Ltd v Coral Sea Resort Motel Pty Ltd [1989] 1 Qd R 314 Stephens v Debney (1959) 60 SR (NSW) 468 United Dominions Corporation Limited v Brian Pty Limited (1985) 157 CLR 1 Williams v Legg (1993) 29 NSWLR 687