Darzi Group Pty Ltd v Nolde Pty Ltd [2019] NSWCA 210

Court of Appeal Supreme Court New South Wales Medium Neutral Citation: Darzi Group Pty Ltd v Nolde Pty Ltd [2019] NSWCA 210 Hearing dates: 5 July 2019 Decision date: 30 August 2019 Before: Bathurst CJ at [1]; Basten JA at [20]; Emmett AJA at [56] Decision: 1. Leave granted to file an amended notice of appeal in accordance with the reasons of today's date.

2. Appeal allowed.

3. Orders made on 29 March 2019 be set aside.

4. In lieu of those orders, declare that, upon receipt by O'Brien Connors & Kennett of Pigott Stinson's letter of 31 May 2016, the respondent as landlord and the appellant as tenant entered into an agreement for the lease of the Premises in the terms of the document enclosed with the letter of 15 June 2016 from Pigott Stinson to O'Brien Connors & Kennett (the 15 June Document).

5. Order that the respondent execute the 15 June Document, attend to the stamping and registration of that instrument under the Real Property Act 1900 (NSW), and furnish to the appellant a certified copy of the registered instrument as evidence of the appellant's title.

6. Order the defendant to pay the plaintiff's costs of the summons.

7. Order the respondent to pay the appellant's costs of the appeal. Catchwords: LEASES AND TENANCIES – whether the parties entered into a binding and enforceable agreement for lease of the Premises in the terms of the 15 June Document – significance to be attached to the Heads of Agreement as constituting a binding document – whether language used in correspondence of 27 and 31 May 2016 signifies that a reasonable person in the position of the parties would understand the communication as giving rise to a binding and enforceable contract – significance of marking correspondence as "without prejudice".