400 George Street (Qld) Pty Limited & Ors v BG International Limited

[2010] QCA 245

Queensland Court of Appeal

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For Australian Law.

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Interrogate

Catchwords

1. Deeds
2. › What amounts to a deed
3. › Indicia of a deed
4. › Conflicting indicia within instrument
5. › Execution page stating 'Executed as a deed'
6. › Whether instrument intended to operate as deed despite operative provisions using contractual language
7. › Property Law Act 1974 (Qld), ss 45, 47
1. Deeds
2. › Delivery
3. › Whether deed delivered when forwarded to other party's solicitors
4. › Subject to contract arrangements
5. › Whether parties proceeding on basis that no binding obligations until all parties execute
6. › Whether execution and physical delivery of deed gave rise to contractual obligations
7. › Property Law Act 1974 (Qld), s 47
1. Contract
2. › Formation
3. › Subject to contract
4. › Whether parties intended to be bound contemporaneously
5. › Effect of 'subject to contract' arrangement on delivery of deed

Quick Take

Clear statements on the execution page of an instrument that it is 'Executed as a deed', combined with 'SIGNED, SEALED AND DELIVERED' and 'by executing this deed', are sufficient to make the instrument a deed notwithstanding that the operative provisions use the language of a simple contract. However, a deed executed under a 'subject to contract' arrangement is not delivered merely by being forwarded to the other party's solicitors; the executing party is not bound until all parties have executed, consistent with the subject to contract basis on which negotiations proceeded.