Arete Real Estate Pty Ltd v realT Properties Pty Ltd

[2025] QCA 133

Queensland Court of Appeal

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For Australian Law.

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Interrogate

Catchwords

1. Contract
2. › General contractual principles
3. › Construction of commercial contracts
4. › Objective approach to construction
5. › Text, context and purpose
6. › Whether transfer of all appointments was essential term
7. › Mount Bruce Mining Pty Ltd v Wright Prospecting Pty Ltd (2015) 256 CLR 104
1. Contract
2. › Discharge, breach and defences to action for breach
3. › Repudiation and non-performance
4. › Anticipatory breach
5. › Whether buyer entitled to terminate for anticipated breach where seller unable to assign all appointments on completion date
6. › Property Occupations Act 2014 (Qld), ss 102, 106, 113, 114
1. Contract
2. › Remedies for breach
3. › Damages
4. › Date of assessment of damages
5. › Whether damages assessed at date of completion, date of trial, or other date
6. › Effect of election to pursue specific performance before claiming damages

Quick Take

Where a contract for the sale of a rent roll includes a retention clause and adjustment mechanism addressing the risk of appointment revocations, it is inconsistent with that contractual scheme to treat the transfer of all appointments as an essential term giving rise to a right to terminate for anticipated breach.