Olympic Holdings Pty Ltd & Anor v Lochel & Anor

[2004] WASC 61

Supreme Court of Western Australia

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For Australian Law.

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Interrogate

Catchwords

1. Contract
2. › Sale of land
3. › Construction of terms
4. › Whether contract conditional on purchaser assuming obligations under development deed
5. › Whether acknowledgment of receipt of deed imposed condition precedent
6. › Extrinsic evidence
7. › Objective background facts
1. Contract
2. › Sale of land
3. › Vendor's obligation to give clear title
4. › Encumbrances
5. › Effect of caveats on vendor's ability to settle
6. › Whether vendor ready willing and able to settle
7. › Transfer of Land Act 1893 (WA), s 68
1. Contract
2. › Sale of land
3. › Termination
4. › Default notice
5. › Whether valid termination
6. › Whether vendor in breach at time of purported termination
7. › Whether repudiation by entering into inconsistent contract
1. Contract
2. › Variation and substitution
3. › Agreement to substitute purchaser
4. › Whether agreement to cancel existing contracts and enter new contracts with substitute purchaser
5. › Promissory estoppel
6. › Whether representation or promise acted upon to detriment

Quick Take

A vendor who cannot deliver clear title due to third-party caveats is not ready, willing and able to settle and cannot validly issue a default notice or terminate the contract. A solicitor who continues to act in proceedings where the solicitor's own conduct is at the heart of the issues has a conflict of interest and must cease acting. The common law principles of causation and remoteness apply in WA to a breach by a fiduciary of the equitable obligation to exercise reasonable care and skill, following Permanent Building Society v Wheeler.