REW08 Projects Pty Ltd v PNC Lifestyle Investments Pty Ltd

(2017) 95 NSWLR 458; [2017] NSWCA 269

NSW Court of Appeal

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Interrogate

Catchwords

1. Contract
2. › Illegality
3. › Contracts contrary to public policy
4. › Contract associated with or in furtherance of illegal purposes
5. › Whether contract to delay payment of stamp duty unenforceable
6. › Circumstances in which court may enforce contract despite association with illegal purposes
7. › Fitzgerald v FJ Leonhardt Pty Ltd (1997) 189 CLR 215
8. › Nelson v Nelson (1995) 184 CLR 538
1. Equity
2. › Equitable remedies
3. › Specific performance
4. › Whether respondent should be denied specific performance on ground of illegality of contract
5. › Duties Act 1997 (NSW)
6. › Taxation Administration Act 1996 (NSW)
1. Equity
2. › Defences
3. › Unclean hands
4. › Whether conduct disentitling respondent to relief
5. › Whether impropriety had immediate and necessary relation to equity sued for
6. › Whether impugned conduct had ceased
7. › Dewhirst v Edwards [1983] 1 NSWLR 34

Quick Take

A contract for sale of land associated with the purpose of delaying stamp duty payments is not rendered unenforceable where: the statutory scheme provides its own sanctions and does not expressly provide for unenforceability; the party seeking enforcement did not knowingly break the law; the illegal purpose was incidental to the bargain; the illegal purpose was not carried into effect (duty was paid with interest); unenforceability would be disproportionate; and it would confer a windfall on the party resisting enforcement. The unclean hands defence requires the impropriety to have an immediate and necessary relation to the equity sued for, and will not be made out where the impropriety was merely incidental or collateral to the contract and the impugned conduct has ceased.