REW08 Projects Pty Ltd v PNC Lifestyle Investments Pty Ltd [2017] NSWCA 269

Court of Appeal Supreme Court New South Wales Medium Neutral Citation: REW08 Projects Pty Ltd v PNC Lifestyle Investments Pty Ltd [2017] NSWCA 269 Hearing dates: 31 July 2017 Decision date: 23 October 2017 Before: Beazley P at [1]; Macfarlan JA at [2]; Gleeson JA at [40] Decision: Appeal dismissed with costs. Catchwords: CONTRACTS – illegality – contracts contrary to public policy – whether contract was one to commit an unlawful act, namely to delay the payment of stamp duty – consideration of the circumstances in which a court may enforce a contract even if its formation or performance is associated with illegal purposes – Fitzgerald v FJ Leonhardt Pty Ltd (1997) 189 CLR 215 – Nelson v Nelson (1995) 184 CLR 538

EQUITY – equitable remedies – specific performance – whether respondent should be denied an order for specific performance of a contract for sale on the ground of illegality of the contract

EQUITY – defences – unclean hands – whether conduct disentitling respondent to relief – Dewhirst v Edwards [1983] 1 NSWLR 34 – respondent's supposed impropriety was incidental or collateral to the contract – respondent's impugned conduct had ceased – primary judge was correct in rejecting the defence Legislation Cited: Duties Act 1997 (NSW) Taxation Administration Act 1996 (NSW) Cases Cited: Boulevarde Developments Pty Ltd v Toorumba Pty Ltd [1984] 2 Qd R 371 Dewhirst v Edwards [1983] 1 NSWLR 34 Equuscorp Pty Ltd v Haxton (2012) 246 CLR 498; [2012] HCA 7 Fitzgerald v FJ Leonhardt Pty Ltd (1997) 189 CLR 215; [1997] HCA 17 Gnych v Polish Club Ltd (2015) 255 CLR 414; [2015] HCA 23 Miro v Fu Pty Ltd [2003] 11 BPR 21,231; [2003] NSWSC 1009 Neal v Ayers (1940) 63 CLR 524; [1940] HCA 21 Nelson v Nelson (1995) 184 CLR 538; [1995] HCA 25 North v Marra Developments Ltd (1981) 148 CLR 42; [1981] HCA 68 S A Hutchinson v Scott (1905) 3 CLR 359; [1905] HCA 59 Yango Pastoral Company Pty Ltd v First Chicago Australia Ltd (1978) 139 CLR 410; [1978] HCA 42 Texts Cited: N Seddon, R Bigwood and M Ellinghaus, Cheshire and Fifoot Law of Contract, (10th ed 2012, LexisNexis Butterworths) Category: Principal judgment Parties: REW08 Projects Pty Ltd (Appellant) PNC Lifestyle Investments Pty Ltd (Respondent) Representation: Counsel: P Folino-Gallo / A Djurdjevic (Appellant) J Doyle / I J King (Respondent)