Realm Resources Ltd v Aurora Place Investments Pty Ltd [2019] NSWSC 379

Supreme Court New South Wales

Medium Neutral Citation: Realm Resources Ltd v Aurora Place Investments Pty Ltd [2019] NSWSC 379 Hearing dates: 25 March 2019 Date of orders: 08 April 2019 Decision date: 08 April 2019 Jurisdiction: Equity Before: Darke J Decision: Summons is dismissed with costs. Catchwords: DEEDS – what amounts to a deed – whether document intended to be a deed – competing indications of intention – sublease negotiated and drafted by solicitors – where a clause stipulated that the sublease is a deed – where execution pages do not use language associated with deeds – sublease held to be intended to operate as a deed

DEEDS – execution – execution of deeds by corporations – where a clause stipulated that the sublease is a deed – whether sublease executed as a deed in accordance with Corporations Act 2001 (Cth) s 127(3) – whether sublease expressed to be executed as a deed – sublease held to be executed as a deed in accordance with s 127(3)

DEEDS – delivery – intention to deliver – parties entered into non-binding heads of agreement prior to executing sublease – clause in heads of agreement stated that proposed sublease is subject to "satisfactory legal documentation being entered into by the parties" – where the parties decided to use a deed – where sublessee executed deed and provided it to sublessor – where sublessee requested sublessor to execute deed and have it registered – conduct of sublessee evinced an intention to be immediately bound – sublessee held to have delivered deed

CONTRACTS – formation – agreement – acceptance of offers – where offer by sublessor prescribed a particular mode of acceptance – where sublessor required the sublessee to provide certain certificates of currency to accept offer – where sublessee did not provide all certificates of currency – no agreement reached between the parties