Dexus Capital Funds Management Ltd v Macquarie Retail Pty Ltd as trustee for Macquarie Retail Trust

[2025] NSWCA 68

NSW Court of Appeal

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Interrogate

Catchwords

1. Contract
2. › Construction
3. › Co-owners' agreement
4. › Pre-emption rights
5. › Accession deed creating new contract on 'same terms and conditions'
6. › Whether new contract encompassed acquisitions under prior agreement
7. › Whether interest acquired 'under' clause conferring right or clause setting out procedure
1. Contract
2. › Construction
3. › Notice provisions
4. › Whether notice requirements essential formalities
5. › Failure to nominate person for attention or facsimile number
6. › Whether non-compliance renders notice invalid
1. Contract
2. › Construction
3. › Defined terms
4. › Whether defined term 'Relevant Co-Owner's Group' ambulatory or fixed at time of acquisition

Quick Take

Where an accession deed creates a new contract on the 'same terms and conditions' as a prior agreement, the expression 'same terms and conditions' encompasses not merely the words of the prior contract but the rights and obligations created by it, including those arising from facts that existed before the new contract was entered into.