Centuria Property Funds Ltd v Thorn Australia Pty Ltd

[2022] NSWCA 104

NSW Court of Appeal

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Interrogate

Catchwords

1. Contract
2. › Deeds
3. › Delivery of deeds
4. › Whether binding lease or agreement for lease came into existence
5. › Whether execution and provision of deed to counterparty's solicitors constituted delivery evincing intention immediately to be bound
6. › Whether conditional delivery (escrow)
7. › Where heads of agreement reserved right to withdraw prior to execution by both parties
1. Contract
2. › Deeds
3. › Delivery of deeds
4. › Process for handling executed documents
5. › Whether agreed process inconsistent with continuation of right to withdraw from transaction
6. › Whether change in method of delivery altered parties' substantive rights
1. Contract
2. › Heads of agreement
3. › Construction
4. › Early access provision
5. › Whether early access clause gave rise to immediately binding contractual right
6. › Whether requests for and taking advantage of early access evinced intention to be bound by lease documents

Quick Take

Agreeing a process for handling executed deeds (such as dispensing with formal exchange of counterparts) does not necessarily abrogate a reserved right to withdraw from a transaction prior to execution by both parties.