B32 Investments Pty Ltd v The Owners – Strata Plan 81539

[2026] NSWSC 160

Supreme Court of NSW

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Interrogate

Catchwords

1. Contract
2. › Construction
3. › Consent not to be unreasonably withheld — substitution of security
1. Contract
2. › Deed of settlement
3. › Security provisions — substitution clause — minimum value threshold — whether value differential relevant consideration
1. Contract
2. › Construction
3. › Commercial contracts — objective approach — text, context and purpose
1. Real property
2. › Mortgages
3. › Substitution of security — reasonableness of refusal — value differential between existing and proposed security

Quick Take

The Court held that meeting the minimum threshold does not preclude the security holder from reasonably refusing consent based on the value differential between existing and proposed security. A security holder's history of dealing with a defaulting counterparty and the liquidity/marketability risks of proposed substitute security are legitimate considerations.