Evagelakos v UPG 318 Pty Ltd

[2024] NSWSC 1179

Supreme Court of NSW

Built by Barristers,
For Australian Law.

1. Specific Performance
2. › contract for sale of land for $20.6 million
3. › purchaser is special purpose vehicle with $100 issued share capital
4. › sole director of purchaser guarantees “observance by the Purchaser” of the contract’s terms
5. › whether specific performance available against guarantor
6. › principles at [21]-[30]
7. › guarantor did not undertake to render performance if the purchaser did not.
1. Indemnities
2. › guarantor agrees to indemnify vendor “from and against all damages and losses” arising from breach of contract
3. › whether vendor entitled to specific performance against guarantor to pay the balance of the purchase price
4. › “damages and losses” does not mean the balance of the purchase price
5. › specific performance of indemnity not warranted where damages are adequate remedy and the only obligation of the indemnifier in any event.
1. Words and Phrases
2. › “observe”
3. › “observation”
4. › at [37]-[42].